Exhibit 10.8


 


EXECUTION VERSION





 


 


CREDIT AGREEMENT


 


Dated as of June 7,
2016


 


among


 


POLARIS INTERMEDIATE
CORP., as initial Holdings and, after giving effect to the Internal Restructuring, MPH ACQUISITION CORP 1,


as Holdings,


 


POLARIS MERGER
SUB CORP., as the initial Borrower, which on the Closing Date shall be merged with and into MPH ACQUISITION CORP 1 (with
MPH ACQUISITION CORP 1 as the surviving entity of such merger) and, after giving effect to the Internal Restructuring,
MPH


ACQUISITION HOLDINGS
LLC,


as the Borrower,


 


The Co-Obligors


from Time to Time
Parties Hereto,


 


The Several Lenders


from Time to Time
Parties Hereto,


 


BARCLAYS BANK PLC,


as Administrative
Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer,


 


GOLDMAN SACHS LENDING
PARTNERS LLC,


as Syndication Agent


 


and


 


BANK OF AMERICA,
N.A.,


CITIBANK, N.A.,
and


UBS SECURITIES
LLC


as Documentation Agents


 





 



 


BARCLAYS BANK PLC,


GOLDMAN SACHS LENDING
PARTNERS LLC,


MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED,


CITIGROUP GLOBAL
MARKETS INC.,


and


UBS SECURITIES
LLC


as Joint Lead Arrangers
and Joint Bookrunners


 


 



    


     


    

 


Table of Contents


 


	 	Page
	SECTION
    1.	DEFINITIONS	2
	1.1	Defined
    Terms	2
	1.2	Other
    Interpretive Provisions	74
	1.3	Accounting
    Terms	75
	1.4	Rounding	75
	1.5	References
    to Agreements, Laws, Etc.	75
	1.6	Times
    of Day	75
	1.7	Timing
    of Payment or Performance	75
	1.8	Currency
    Equivalents Generally	76
	1.9	Classification
    of Loans and Borrowings	76
	1.10	[Reserved]	76
	1.11	Limited
    Condition Acquisitions	76
	1.12	Pro
    Forma and Other Calculations	77
	SECTION
    2.	AMOUNT
    AND TERMS OF CREDIT FACILITIES	79
	2.1	Loans	79
	2.2	Minimum
    Amount of Each Borrowing; Maximum Number of Borrowings	81
	2.3	Notice
    of Borrowing	81
	2.4	Disbursement
    of Funds	82
	2.5	Repayment
    of Loans; Evidence of Debt	83
	2.6	Conversions
    and Continuations	84
	2.7	Pro
    Rata Borrowings	85
	2.8	Interest	85
	2.9	Interest
    Periods	86
	2.10	Increased
    Costs, Illegality, Etc.	86
	2.11	Compensation	88
	2.12	Change
    of Lending Office	88



 



 



    -i-


     


    




 


	 	 	Page
	2.13	Notice of Certain Costs	88
	2.14	Incremental Facilities	89
	2.15	Extensions of Term Loans, Revolving
    Credit Loans and Revolving Credit Commitments and Additional/Replacement Revolving Credit Loans and Additional/Replacement
    Revolving Credit Commitments	92
	2.16	Defaulting Lenders	96
	2.17	Term Loan Exchange Notes	98
	SECTION 3.	LETTERS OF CREDIT	99
	3.1	Issuance of Letters of Credit	99
	3.2	Letter of Credit Requests	100
	3.3	Letter of Credit Participations	102
	3.4	Agreement to Repay Letter of Credit Drawings	103
	3.5	Increased Costs	104
	3.6	New or Successor Letter of Credit Issuer	105
	3.7	Role of Letter of Credit Issuer	106
	3.8	Cash Collateral	106
	3.9	[Reserved]	107
	3.10	Conflict with Issuer Documents	107
	3.11	Letters of Credit Issued for Restricted Subsidiaries	107
	3.12	Other	107
	3.13	Applicability of ISP and UCP	108
	SECTION 4.	FEES; COMMITMENT REDUCTIONS AND TERMINATIONS	108
	4.1	Fees	108
	4.2	Voluntary Reduction of Commitments	109
	4.3	Mandatory Termination of Commitments	110
	SECTION 5.	PAYMENTS	110
	5.1	Voluntary Prepayments	110
	5.2	Mandatory Prepayments	111
	5.3	Method and Place of Payment	116


 



    -ii-


     


    

 





	 	 	Page
	5.4	Net Payments	116
	5.5	Computations of Interest and Fees	119
	5.6	Limit on Rate of Interest	119
	SECTION 6.	CONDITIONS PRECEDENT TO INITIAL CREDIT EVENT	120
	6.1	Credit Documents	120
	6.2	Collateral	120
	6.3	Legal Opinions	121
	6.4	Structure and Terms of the Transaction; No Material Adverse Effect	121
	6.5	Closing Certificates	121
	6.6	Corporate Proceedings	122
	6.7	Corporate Documents	122
	6.8	Solvency Certificate	122
	6.9	Financial Statements	122
	6.10	PATRIOT ACT	122
	6.11	Fees and Expenses	122
	6.12	Specified Representations	122
	SECTION 7.	CONDITIONS PRECEDENT TO ALL CREDIT EVENTS	123
	7.1	No Default; Representations and Warranties	123
	7.2	Notice of Borrowing; Letter of Credit Request	123
	SECTION 8.	REPRESENTATIONS, WARRANTIES AND AGREEMENTS	123
	8.1	Corporate Status	123
	8.2	Corporate Power and Authority; Enforceability	123
	8.3	No Violation	124
	8.4	Litigation	124
	8.5	Margin Regulations	124
	8.6	Governmental Approvals	124
	8.7	Investment Company Act	124
	8.8	True and Complete Disclosure	124


 






    -iii-


     


    

 


	 	 	Page
	8.9	Financial Statements	125
	8.10	Tax Returns and Payments, Etc.	125
	8.11	Compliance with ERISA	125
	8.12	Subsidiaries	126
	8.13	Intellectual Property	126
	8.14	Environmental Laws	126
	8.15	Properties, Assets and Rights	127
	8.16	Solvency	127
	8.17	Material Adverse Change	127
	8.18	Use of Proceeds	127
	8.19	FCPA	127
	8.20	Sanctioned Persons	127
	8.21	PATRIOT ACT	128
	8.22	Labor Matters	128
	8.23	Subordination of Junior Financing	128
	8.24	No Default	128
	SECTION 9.	AFFIRMATIVE COVENANTS	128
	9.1	Information Covenants	128
	9.2	Books, Records and Inspections	131
	9.3	Maintenance of Insurance	131
	9.4	Payment of Taxes	132
	9.5	Consolidated Corporate Franchises	132
	9.6	Compliance with Statutes	132
	9.7	ERISA	132
	9.8	Good Repair	133
	9.9	End of Fiscal Years; Fiscal Quarters	133
	9.10	Additional Guarantors, Grantors and Co-Obligors	133
	9.11	Pledges of Additional Stock and Evidence of Indebtedness	133


 



    -iv-


     


    




 


	 	 	Page
	9.12	Use of Proceeds	134
	9.13	Changes in Business	134
	9.14	Further Assurances	134
	9.15	Designation of Subsidiaries	136
	9.16	Maintenance of Ratings	136
	9.17	Post-Closing Obligations	136
	SECTION 10.	NEGATIVE COVENANTS	136
	10.1	Limitation on Indebtedness	136
	10.2	Limitation on Liens	144
	10.3	Limitation on Fundamental Changes	149
	10.4	Limitation on Sale of Assets	151
	10.5	Limitation on Investments	154
	10.6	Limitation on Restricted Payments	159
	10.7	Limitations on Debt Payments and Amendments	164
	10.8	Negative Pledge Clauses	164
	10.9	Passive Holding Company; Etc.	167
	10.10	Consolidated First Lien Debt to Consolidated EBITDA Ratio	168
	10.11	Transactions with Affiliates	168
	SECTION 11.	EVENTS OF DEFAULT	171
	11.1	Payments	171
	11.2	Representations, Etc.	171
	11.3	Covenants	171
	11.4	Default Under Other Agreements	172
	11.5	Bankruptcy, Etc.	172
	11.6	ERISA	172
	11.7	Guarantee	173
	11.8	Security Document	173
	11.9	Judgments	173


 






    -v-


     


    

 


	 	 	Page
	11.10	Change of Control	173
	11.11	Borrower’s Right to Cure	173
	SECTION 12.	THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT	175
	12.1	Appointment	175
	12.2	Limited Duties	175
	12.3	Binding Effect	175
	12.4	Delegation of Duties	175
	12.5	Exculpatory Provisions	176
	12.6	Reliance by Administrative Agent	176
	12.7	Notice of Default	176
	12.8	Non-Reliance on Administrative Agent and Other Lenders	177
	12.9	Indemnification	177
	12.10	Agent in Its Individual Capacity	177
	12.11	Successor Agent	178
	12.12	Withholding Tax	179
	12.13	Duties as Collateral Agent and as Paying Agent	179
	12.14	Authorization to Release Liens and Guarantees	179
	12.15	Intercreditor Agreements	179
	12.16	Secured Cash Management Agreements and Secured Hedge Agreements	180
	12.17	Administrative Agent May File Proofs of Claim	180
	SECTION 13.	MISCELLANEOUS	181
	13.1	Amendments and Waivers	181
	13.2	Notices; Electronic Communications	183
	13.3	No Waiver; Cumulative Remedies	186
	13.4	Survival of Representations and Warranties	186
	13.5	Payment of Expenses; Indemnification	187
	13.6	Successors and Assigns; Participations and Assignments; Etc.	188
	13.7	Replacements of Lenders Under Certain Circumstances	195


 






    -vi-


     


    

 


	 	 	Page
	13.8	Adjustments; Set-off	196
	13.9	Counterparts	197
	13.10	Severability	197
	13.11	Integration	197
	13.12	GOVERNING LAW	197
	13.13	Submission to Jurisdiction; Waivers	197
	13.14	Acknowledgments	198
	13.15	WAIVERS OF JURY TRIAL	198
	13.16	Confidentiality	198
	13.17	Release of Collateral and Guarantee Obligations; Subordination of Liens	199
	13.18	USA PATRIOT ACT	200
	13.19	Legend	200
	13.20	Payments Set Aside	201
	13.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	201
	13.22	Co-Obligor Obligations	201


 






    -vii-


     


    

 


	SCHEDULES	 
	 	 
	Schedule 1.1(a)	Commitments of Lenders
	Schedule 1.1(b)	Existing Letters of Credit
	Schedule 1.1(c)	Mortgaged Property
	Schedule 8.4	Litigation
	Schedule 8.12	Subsidiaries
	Schedule 8.15	Owned Real Property
	Schedule 9.17	Post-Closing Obligations
	Schedule 10.1	Indebtedness
	Schedule 10.2	Liens
	Schedule 10.4	Dispositions
	Schedule 10.5	Investments
	Schedule 10.8	Negative Pledge Clauses
	Schedule 10.11	Transactions with Affiliates
	Schedule 13.2	Addresses for Notices
	 	 
	EXHIBITS	 
	 	 
	Exhibit A	Form of Guarantee
	Exhibit B	Form of Security Agreement
	Exhibit C	Form of Pledge Agreement
	Exhibit D	Form of Notice of Borrowing
	Exhibit E	Form of Borrower/Co-Obligor Joinder Agreement
	Exhibit F	Form of Closing Certificate
	Exhibit G-1	Form of Promissory Note (Revolving Credit Loans and
    Swingline Loans)
	Exhibit G-2	Form of Promissory Note (Initial Term Loans)
	Exhibit H-1	Form of Equal Priority Intercreditor Agreement
	Exhibit H-2	Form of Junior Priority Intercreditor Agreement
	Exhibit I	Form of Assignment and Acceptance
	Exhibit J	Form of Affiliated Lender Assignment and Acceptance
	Exhibit K	Form of Solvency Certificate
	Exhibit L	Form of United States Tax Compliance Certificate
	Exhibit M	Form of Intercompany Subordinated Note
	Exhibit N	Form of Perfection Certificate
	Exhibit O	Form of Notice of Voluntary Prepayment







 






    -viii-


     


    





 


CREDIT AGREEMENT,
dated as of June 7, 2016, among POLARIS INTERMEDIATE CORP., a Delaware corporation (“Polaris Intermediate”),
whose rights and obligations herein, after giving effect to the Internal Restructuring, will be assumed by the Surviving Company
(as defined below), POLARIS MERGER SUB CORP., a Delaware corporation (“Merger Sub”), which on the Closing
Date shall be merged with and into MPH Acquisition Corp 1, a Delaware corporation (the “Target”) (with the
Target surviving such merger and with such merged company existing under the laws of the state of Delaware as the “Surviving
Company”), whose rights and obligations herein, after giving effect to the Internal Restructuring, will be assumed by
MPH Acquisition Holdings LLC, a Delaware limited liability company (“MPH LLC”), the Co-Obligors from time to
time party hereto, the Lenders from time to time party hereto, BARCLAYS BANK PLC, as the Administrative Agent, Collateral
Agent, Swingline Lender and Letter of Credit Issuer, GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent, and BANK
OF AMERICA, N.A., CITIBANK, N.A. and UBS SECURITIES LLC, as Documentation Agents.


 


RECITALS:


 


WHEREAS, capitalized
terms used and not defined in the preamble and these recitals shall have the respective meanings set forth for such terms in Section
1.1 hereof;


 


WHEREAS, pursuant
to the Merger Agreement, (a) Merger Sub will merge with and into the Target (such merger, the “Merger”), with
the Target being the surviving entity of the Merger and the Surviving Company and (b) except with respect to certain equityholders
of the Seller, including management of the Seller and/or the Target and its subsidiaries, who agreed to roll over their Capital
Stock of the Target and its Affiliates or the cash proceeds they received from the Transactions into Capital Stock in the Surviving
Company or a Parent Entity of the Surviving Company (in such capacity, the “Rollover Investors”), the Seller
will receive cash in exchange for its Capital Stock in the Target (collectively, the “Merger Consideration”);


 


WHEREAS, (a) the Investors
(including the Rollover Investors and certain members of management of the Seller and/or the Target and its Subsidiaries) will,
directly or indirectly, make cash equity contributions to Polaris Parent, the net proceeds of which will be further contributed
by Polaris Parent, directly or indirectly, as cash common equity to Merger Sub; provided that any such equity contribution
to Merger Sub in a form other than common equity shall be reasonably satisfactory to the Lead Arrangers (the foregoing, collectively,
the “Equity Contribution”), in an aggregate amount equal to, when combined with the Fair Market Value of any
Capital Stock of any of the Rollover Investors rolled over or invested in connection with the Transactions, at least 30.0% of
the sum of (1) the aggregate gross proceeds of the Initial Term Loans and Revolving Credit Loans borrowed on the Closing Date
plus the aggregate gross proceeds of Senior Unsecured Notes issued on or prior to the Closing Date, excluding the aggregate gross
proceeds of (A) any Initial Term Loans and Revolving Credit Loans borrowed to fund certain closing payments, OID and/or upfront
fees required to be funded and (B) any Revolving Credit Loans borrowed to fund any working capital needs and (2) the equity capitalization
of Holdings and its Subsidiaries on the Closing Date, after giving effect to all of the Transactions;


 


WHEREAS, (i) immediately
following the Merger, MPH Intermediate Acquisition Corp., a Delaware corporation (“Existing Holdings”), will
merge with and into MPH Acquisition Corp. 2 (“MPH2”), with MPH2 being the surviving entity of such merger (the
 “MPH2 Merger”), (ii) immediately following the MPH2 Merger, MPH2 will merge with and into the Surviving Company,
with the Surviving Company being the surviving entity of such merger (such merger described in this clause (ii), together with
the MPH2 Merger, the “Secondary Mergers”) and (iii) immediately after giving effect to the Secondary Mergers,
(A) the Surviving Company shall assign to MPH LLC, and MPH LLC shall assume, pursuant to the Assumption Agreement all obligations
of the Surviving Company as “Borrower” under the Credit Documents and as “Issuer” of the Senior Unsecured
Notes Documents and (B) Polaris Intermediate shall assign to the Surviving Company, and the Surviving Company shall assume, pursuant
to the Assumption Agreement, all obligations of Polaris Intermediate as “Holdings” in respect of the Credit Documents
(the transactions described in this clause (iii), the “Assumption” and, together with the transactions described
in the foregoing clauses (i) through (ii), collectively, the “Internal Restructuring”);


 


WHEREAS, in connection
with the foregoing, the Borrower has requested that, immediately upon the satisfaction in full of the applicable conditions precedent
set forth in Section 6 below, the Lenders and Letter of Credit Issuers extend credit to the Borrower in the form of (i) $3,470,000,000
in aggregate principal amount of Initial Term Loans to be borrowed on the Closing Date (the “Initial Term Loan Facility”)
and (ii) a revolving credit facility in an initial aggregate principal amount of $100,000,000 of Revolving Credit Commitments
(the “Revolving Credit Facility”);


 






     


     


    

 


WHEREAS, it is intended
that the Borrower will issue Senior Unsecured Notes under the Senior Unsecured Notes Indenture in sales pursuant to Rule 144A
and/or Regulation S of the Securities Act, generating aggregate gross proceeds of up to $1,100,000,000.


 


WHEREAS, the proceeds
of the Initial Term Loans and the Initial Revolving Borrowing Amount (to the extent permitted in accordance with the definition
of the term “Permitted Initial Revolving Credit Borrowing Purposes”), together with (a) a portion of the Target’s
and its Subsidiaries’ cash on hand, (b) the proceeds from the issuance of the Senior Unsecured Notes and (c) the proceeds
of the Equity Contribution, will be used to pay the Merger Consideration, the Existing Debt Refinancing and the Transaction Expenses;


 


WHEREAS, the Lenders
have indicated their willingness to extend such credit and the Letter of Credit Issuers have indicated their willingness to issue
Letters of Credit, in each case on the terms and subject to the conditions set forth below;


 


WHEREAS, in connection
with the foregoing and as an inducement for the Lenders and the Letter of Credit Issuers to extend the credit contemplated hereunder,
the Borrower has agreed to secure all of its Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties,
a first priority lien (such priority subject to Liens permitted hereunder) on substantially all of its assets (except as otherwise
set forth in the Credit Documents), including a pledge of all of the Capital Stock of each of its Subsidiaries (other than any
Excluded Capital Stock); and


 


WHEREAS, in connection
with the foregoing and as an inducement for the Lenders and the Letter of Credit Issuers to extend the credit contemplated hereunder,
each Guarantor has agreed to guarantee all of its Obligations and to secure its guarantees by granting to the Collateral Agent,
for the benefit of the Secured Parties, a first priority lien (such priority subject to Liens permitted hereunder) on substantially
all of its assets (except as otherwise set forth in the Credit Documents), including a pledge of all of the Capital Stock of each
of their respective Subsidiaries (other than any Excluded Capital Stock).


 


AGREEMENT:


 


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


 


SECTION 1.     Definitions.


 


1.1       Defined
Terms. As used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context otherwise
requires:


 


“ABR”
shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Prime Rate in effect for such day, (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, (c) the Eurodollar Rate for a one month Interest Period
determined on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00% and (d)
(i) solely with regard to the Initial Term Loans, 2.00% and (ii) with regard to the Revolving Credit Loans, 0.00%. If the Administrative
Agent shall have determined (which determination should be conclusive absent manifest error) that it is unable to ascertain the
Federal Funds Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient
quotations in accordance with the terms of the definition thereof, the ABR shall be determined without regard to clause (b) of
the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the ABR due to a change
in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate shall be effective on the effective date of such change
in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate, as the case may be.


 






    -2-


     


    

 








“ABR Loan”
shall mean each Loan bearing interest at the rate provided in Section 2.8(a) and, in any event, shall include all Swingline Loans.


 


“Acceptable
Reinvestment Commitment” shall mean a binding commitment of the Borrower or any Restricted Subsidiary entered into at
any time prior to the end of the Reinvestment Period to reinvest the proceeds of an Asset Sale Prepayment Event or Recovery Prepayment
Event.


 


“Accounting
Change” shall mean any change in accounting principles required by the promulgation of any rule, regulation, pronouncement
or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable,
the SEC.


 


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


 


“Acquired
Entity or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”


 


“acquired Person”
shall have the meaning provided in Section 10.1(k)(i)(E).


 


“Additional Lender”
shall have the meaning provided in Section 2.14(d).


 


“Acquisition”
shall mean any acquisition by the Borrower or any Restricted Subsidiary, whether by purchase, merger, consolidation, contribution
or otherwise, of (a) at least a majority of the assets or property and/or liabilities (or any other substantial part for which
financial statements or other financial information is available), or a business line, product line, unit or division of, any
other Person, (b) Capital Stock of any other Person such that such other Person becomes a Restricted Subsidiary and (c) additional
Capital Stock of any Restricted Subsidiary not then held by the Borrower or any Restricted Subsidiary.


 


“Acquisition
Consideration” shall mean, in connection with any Acquisition, the aggregate amount (as valued at the Fair Market Value
of such Acquisition at the time such Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable
for such Acquisition, whether payable at or prior to the consummation of such Acquisition or deferred for payment at any future
time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments
representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “earn-outs” and
other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or
contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount
of Indebtedness Incurred in connection with such Acquisition; provided in each case, that any such future payment that
is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required
under GAAP (as determined at the time of the consummation of such Acquisition) to be established in respect thereof by Holdings,
the Borrower or its Restricted Subsidiaries.


 


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


 


“Additional/Replacement
Revolving Credit Facility” shall mean each Class of Additional/Replacement Revolving Credit Commitments made pursuant
to Section 2.14(a).


 


“Additional/Replacement
Revolving Credit Lender” shall mean, at any time, any Lender that has an Additional/Replacement Revolving Credit Commitment.


 


“Additional/Replacement
Revolving Credit Loans” shall mean any loan made to the Borrower under a Class of Additional/Replacement Revolving Credit
Commitments.


 






    -3-


     


    

 








“Adjusted
Total Additional/Replacement Revolving Credit Commitment” shall mean, at any time, with respect to any Class of Additional/Replacement
Revolving Credit Commitments, the Total Additional/Replacement Revolving Credit Commitment for such Class less the aggregate
Additional/Replacement Revolving Credit Commitments of all Defaulting Lenders in such Class.


 


“Adjusted
Total Extended Revolving Credit Commitment” shall mean, at any time, with respect to any Class of Extended Revolving
Credit Commitments, the Total Extended Revolving Credit Commitment for such Class less the aggregate Extended Revolving
Credit Commitments of all Defaulting Lenders in such Class.


 


“Adjusted
Total Revolving Credit Commitment” shall mean, at any time, the Total Revolving Credit Commitment less the aggregate
Revolving Credit Commitments of all Defaulting Lenders.


 


“Administrative
Agent” shall mean Barclays Bank PLC or any successor to Barclays Bank PLC appointed in accordance with the provisions
of Section 12.11, together with its Affiliates that are appointed as sub-agents in accordance with Section 12.4, in each case,
as the administrative agent for the Lenders under this Agreement and the other Credit Documents.


 


“Administrative
Agent’s Office” shall mean the office and, as appropriate, the account of the Administrative Agent set forth on
Schedule 13.2 or such other office or account as the Administrative Agent may hereafter designate in writing as such to the other
parties hereto.


 


“Affiliate”
shall mean, with respect to any specified Person, another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person specified. The term “Control” shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether
through the ownership of Voting Stock, by agreement or otherwise. The terms “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Affiliated Lender”
shall mean a Non-Debt Fund Affiliate or a Debt Fund Affiliate.


 


“Affiliated Lender
Assignment and Acceptance” shall have the meaning provided in Section 13.6(g)(i)(C).


 


“Agents”
shall mean each of the Administrative Agent and the Collateral Agent.


 


“Agreement”
shall mean this Credit Agreement.


 


“AHYDO Catch-Up
Payment” shall mean any payment with respect to any obligations of the Borrower or any Restricted Subsidiary, including
subordinated debt obligations and obligations in respect of the Senior Unsecured Notes, in each case to avoid the application
of Section 163(e)(5) of the Code thereto.


 


“Applicable
Laws” shall mean, as to any Person, any international, foreign, provincial, territorial, federal, state, municipal,
and local law (including common law and Environmental Laws), statute, regulation, by-law, ordinance, treaty, rule, order, code,
regulation, decree, guideline, judgment, consent decree, writ, injunction, settlement agreement, governmental requirement and
administrative or judicial precedents enacted, promulgated or imposed or entered into or agreed by any Governmental Authority,
in each case applicable to or binding on such Person or any of its property or assets or to which such Person or any of its property
or assets is subject.


 


“Applicable Margin”
shall mean:


 


(a)       with
respect to any Initial Term Loan, the following percentages per annum, based upon the Consolidated First Lien Debt to Consolidated
EBITDA Ratio as set forth in the most recent certificate delivered to the Administrative Agent pursuant to Section 9.1(d):


 






    -4-


     


    

 





	

    

    Pricing Level	Consolidated
    First Lien

    Debt to Consolidated

    EBITDA Ratio	Applicable Margin for

    Initial Term Loans that

    are Eurodollar Loans	Applicable
    Margin for

    Initial Term Loans that 

    are ABR Loans
	1	Greater than 4.50:1.00	4.00%	3.00%
	2	Less than or equal to 4.50:1.00	3.75%	2.75%


 


(b)       with
respect to the Revolving Credit Loans and Swingline Loans, the following percentages per annum, based upon the Consolidated First
Lien Debt to Consolidated EBITDA Ratio as set forth in the most recent certificate delivered to the Administrative Agent pursuant
to Section 9.1(d):


 


	Pricing
    Level	

    Consolidated First Lien

    Debt to Consolidated

    EBITDA Ratio	Applicable
    Margin for

    Revolving Credit Loans

    that are Eurodollar

    Loans	

    Applicable Margin for 

    Revolving Credit

    Loans that are ABR Loans

    and Swingline Loans
	1	Greater
    than 4.50:1.00	4.00%	3.00%
	2	Less than
    or equal to 4.50:1.00 but greater than 4.00:1.00	3.75%	2.75%
	3	Less than
    or equal to 4.00:1.00	3.50%	2.50%


 


Notwithstanding
anything to the contrary in this definition, during the period from the Closing Date until the Initial Financial Statement Delivery
Date, the Applicable Margin for Initial Term Loans, Revolving Credit Loans and Swingline Loans shall be determined by reference
to the applicable “Pricing Level 1” set forth in the tables above. Any increase or decrease in the Applicable Margin
for Initial Term Loans, Revolving Credit Loans and Swingline Loans resulting from a change in the Consolidated First Lien Debt
to Consolidated EBITDA Ratio shall become effective as of the first Business Day immediately following the date Section 9.1 Financials
are delivered to the Administrative Agent pursuant to Sections 9.1(a) and 9.1(b); provided that, at the option of the Required
Lenders, the highest pricing level (as set forth in the tables above) shall apply as of the fifth Business Day after the date
on which Section 9.1 Financials were required to have been delivered but have not been delivered pursuant to Section 9.1 and shall
continue to so apply to and including the date on which such Section 9.1 Financials are so delivered (and thereafter the pricing
level otherwise determined in accordance with this definition shall apply).


 


In the event
that the Administrative Agent and the Borrower determine that any Section 9.1 Financials previously delivered were incorrect or
inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such
inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable
Period”) than the Applicable Margin applied for such Applicable Period, then (a) the Borrower shall as soon as practicable
deliver to the Administrative Agent the correct Section 9.1 Financials for such Applicable Period, (b) the Applicable Margin shall
be determined as if the pricing level for such higher Applicable Margin were applicable for such Applicable Period, and (c) the
Borrower shall within 10 Business Days of demand thereof by the Administrative Agent pay to the Administrative Agent the accrued
additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly
applied by the Administrative Agent in accordance with this Agreement. This paragraph shall not limit the rights of the Administrative
Agent and Lenders with respect to Section 2.8(c) and Section 11.


 


“Applicable Period”
shall have the meaning provided in the definition of the term “Applicable Margin”.


 






    -5-


     


    

 





“Approved
Foreign Bank” shall have the meaning provided in the definition of the term “Cash Equivalents”.


 


“Approved Fund”
shall have the meaning provided in Section 13.6(b).


 


“Asset
Sale Prepayment Event” shall mean any Disposition (or series of related Dispositions) of any business unit, asset or
property of the Borrower or any Restricted Subsidiary (including any Disposition of any Capital Stock of any Subsidiary of the
Borrower owned by the Borrower or any Restricted Subsidiary); provided that the term “Asset Sale Prepayment Event”
shall include only Dispositions (or a series of related Dispositions) made pursuant to clauses (c), (d)(ii), (g), (j), (q), (r)
and (t) of Section 10.4.


 


“Assignment
and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee (with the consent of
any party whose consent is required by Section 13.6) substantially in the form of Exhibit I or such other form as shall be reasonably
acceptable to the Borrower and the Administrative Agent.


 


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


 


“Assumption
Agreement” shall mean the Assumption Agreement between the Surviving Company and MPH LLC, with respect to the rights
and obligations as “Borrower” under the Credit Documents and “Issuer” under the Senior Unsecured Notes
Documents, and between Polaris Intermediate and the Surviving Company, with respect to the rights and obligations as “Holdings”
under the Credit Documents, in each case reasonably satisfactory to the Administrative Agent.


 


“Authorized
Officer” shall mean the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer,
the Chief Operating Officer, the Treasurer, any Vice President, the Assistant Treasurer, with respect to certain limited liability
companies or partnerships that do not have officers, any manager, managing member, managing director or general partner thereof,
any other senior officer of Holdings, the Borrower or any other Credit Party designated as such in writing to the Administrative
Agent by Holdings, the Borrower or any other Credit Party, as applicable, and, with respect to any document (other than the solvency
certificate) delivered on the Closing Date, the Secretary or the Assistant Secretary of any Credit Party. Any document delivered
hereunder that is signed by an Authorized Officer shall be conclusively presumed to have been authorized by all necessary corporate,
limited liability company, partnership and/or other action on the part of Holdings, the Borrower or any other Credit Party and
such Authorized Officer shall be conclusively presumed to have acted on behalf of such Person.


 


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


 


“Available
Amount” shall mean, at any time (the “Available Amount Reference Time”), subject to the last sentence
of this definition, an amount equal at such time to (a) the sum of, without duplication:


 


(i)         [reserved];


 


(ii)        the
amount (which amount shall not be less than zero) equal to 50.0% of the Cumulative Consolidated Net Income of the Borrower and
the Restricted Subsidiaries;


 


(iii)       to
the extent not already included in the calculation of Consolidated Net Income, the aggregate amount of all Returns (to the extent
made in cash or Cash Equivalents) received by the Borrower or any Restricted Subsidiary from any Investment to the extent such
Investment was made by using the Available Amount during the period after the Closing Date through and including the Available
Amount Reference Time (other than the portion of any such dividends and other distributions that is used by the Borrower or any
Restricted Subsidiary to pay taxes related to such amounts);


 


(iv)       to
the extent not already included in the calculation of Consolidated Net Income, the aggregate amount of all repayments made in
cash or Cash Equivalents of principal received by the Borrower or any Restricted Subsidiary from any Investment to the extent
such Investment was made by using the Available Amount during the period after the Closing Date through and including the Available
Amount Reference Time in respect of loans made by the Borrower or any Restricted Subsidiary and that constituted Investments;


 






    -6-


     


    

 


(v)        to
the extent not already included in the calculation of Consolidated Net Income or applied to prepay the Term Loans in accordance
with Section 5.2(a)(i) or to prepay, repurchase, redeem, defease, acquire, or make any other similar payment on any secured Permitted
Additional Debt or on any secured Credit Agreement Refinancing Indebtedness, the aggregate amount of all Net Cash Proceeds received
by the Borrower or any Restricted Subsidiary in connection with the Disposition of its ownership interest in any Investment to
any Person other than to the Borrower or a Restricted Subsidiary and to the extent such Investment was made by using the Available
Amount during the period after the Closing Date through and including the Available Amount Reference Time; and


 


(vi)       the
amount of any Investment of the Borrower or any of its Restricted Subsidiaries in any Unrestricted Subsidiary that has been re-designated
as a Restricted Subsidiary pursuant to Section 9.15 or that has been merged, amalgamated or consolidated with or into the Borrower
or any of its Restricted Subsidiaries pursuant to Section 10.3 or the amount of assets of an Unrestricted Subsidiary Disposed
of to the Borrower or a Restricted Subsidiary, in each case following the Closing Date and at or prior to the Available Amount
Reference Time, in each case, such amount not to exceed the lesser of (x) the Fair Market Value of the Investments of the Borrower
and its Restricted Subsidiaries in such Unrestricted Subsidiary immediately prior to giving pro forma effect to such re-designation
or merger, amalgamation or consolidation or Disposal of assets and (y) the amount originally invested from the Available Amount
by the Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary (provided that, in the case of original investments
made in cash, the Fair Market Value shall be such cash value);


 


minus (b) the sum of, without duplication
and without taking into account the proposed portion of the amount calculated above to be used at the applicable Available Amount
Reference Time:


 


(i)        the
aggregate amount of any Permitted Investments made by the Borrower or any Restricted Subsidiary using the Available Amount pursuant
to Section 10.5 after the Closing Date and prior to the Available Amount Reference Time;


 


(ii)       the
aggregate amount of any Restricted Payments made by the Borrower using the Available Amount pursuant to Section 10.6(f) after
the Closing Date and prior to the Available Amount Reference Time; and


 


(iii)       the
aggregate amount expended on prepayments, repurchases, redemptions, defeasements, acquisitions and other similar payments made
by the Borrower or any Restricted Subsidiary using the Available Amount pursuant to Section 10.7(a) after the Closing Date and
prior to the Available Amount Reference Time.


 


“Available
Amount Reference Time” shall have the meaning provided in the definition of the term “Available Amount.”


 


“Available
Equity Amount” shall mean, at any time (the “Available Equity Amount Reference Time”), subject to
the last sentence of this definition, an amount equal at such time to (a) the sum of, without duplication:


 


(i)         the
aggregate amount of cash and the Fair Market Value of marketable securities or other property, in each case, contributed to the
capital of the Borrower or the proceeds received by the Borrower from the issuance of any Capital Stock (or Incurrences of Indebtedness
that have been converted into or exchanged for Qualified Capital Stock), in each case during the period after the Closing Date
through and including the Available Equity Amount Reference Time, but excluding:


 


(A)       all
proceeds from the issuance of Disqualified Capital Stock;


 






    -7-


     


    

 








(B)       any
Excluded Contribution; and


 


(C)       any
Cure Amount;


 


(ii)        the
aggregate amount of all Returns (to the extent made in cash or Cash Equivalents) received by the Borrower or any Restricted Subsidiary
on Investments made using the Available Equity Amount during the period after the Closing Date through and including the Available
Equity Amount Reference Time;


 


(iii)       the
Fair Market Value or, if the Fair Market Value of such Term Loans cannot be ascertained, the Fair Market Value shall be the purchase
price of such Term Loans (which shall not in any event be calculated in excess of par) of Term Loans contributed directly or indirectly
by an Investor or a Non-Debt Fund Affiliate to the Borrower during the period after the Closing Date through and including the
Available Equity Amount Reference Time;


 


(iv)       the
greater of (x) $100,000,000 and (y) 15% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior
to any such Available Equity Amount Reference Time (measured as of such date) based upon the Section 9.1 Financials most recently
delivered on or prior to such date;


 


(v)        to
the extent not already included in the calculation of Consolidated Net Income, the aggregate amount (which amount shall not be
less than zero) of any Retained Refused Proceeds retained by the Borrower and its Restricted Subsidiaries during the period after
the Closing Date through and including the Available Equity Amount Reference Time; and


 


(vi)       to
the extent not already included in the calculation of Consolidated Net Income, the aggregate amount (which amount shall not be
less than zero) of any Retained Asset Sale Proceeds retained by the Borrower and its Restricted Subsidiaries during the period
after the Closing Date through and including the Available Equity Amount Reference Time;


 


minus (b)
the sum, without duplication, and, without taking into account the proposed portion of the Available Equity Amount calculated
above to be used at the applicable Available Equity Amount Reference Time, of:


 


(i)         the
aggregate amount of any Permitted Investments made by the Borrower or any Restricted Subsidiary using the Available Equity Amount
pursuant to Section 10.5 after the Closing Date and prior to the Available Equity Amount Reference Time;


 


(ii)        the
aggregate amount of any Restricted Payments made by the Borrower using the Available Equity Amount pursuant to Section 10.6(f)
after the Closing Date and prior to the Available Equity Amount Reference Time; and


 


(iii)       the
aggregate amount of prepayments, repurchases, redemptions, defeasances, acquisitions and other similar payments, made by the Borrower
or any Restricted Subsidiary using the Available Equity Amount pursuant to Section 10.7(a) after the Closing Date and prior to
the Available Equity Amount Reference Time.


 


“Available
Equity Amount Reference Time” shall have the meaning provided in the definition of the term “Available Equity
Amount.”


 


“Available
Revolving Credit Commitment” shall mean an amount equal to the excess, if any, of (a) the amount of the Total Revolving
Credit Commitment over (b) the sum of (i) the aggregate principal amount of all Revolving Credit Loans and Swingline Loans then
outstanding and (ii) the aggregate Letter of Credit Obligations at such time.


 






    -8-


     


    

 





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


 


“Bail-In
Legislation” shall mean with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the
European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time
which is described in the EU Bail-In Legislation Schedule.


 


“Bankruptcy
Code” shall mean the provisions of Title 11 of the United States Code, 11 USC §§ 101 et seq., as amended,
or any similar federal or state law for the relief of debtors.


 


“Basel III”
shall mean, collectively, those certain agreements on capital requirements, leverage ratios and liquidity standards contained
in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems,” “Basel III: International
Framework for Liquidity Risk Measurement, Standards and Monitoring,” and “Guidance for National Authorities Operating
the Countercyclical Capital Buffer,” each as published by the Basel Committee on Banking Supervision in December 2010 (as
revised from time to time), and as implemented by a Lender’s primary U.S. federal banking regulatory authority or primary
non-U.S. financial regulatory authority, as applicable.


 


“Beneficial
Owner” shall mean, in the case of a Lender (including the Swingline Lender and each Letter of Credit Issuer), the beneficial
owner of any amounts payable under any Credit Document for U.S. federal withholding tax purposes.


 


“Benefited Lender”
shall have the meaning provided in Section 13.8(a).


 


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


 


“Board of
Directors” shall mean, with respect to any Person, (i) in the case of any corporation, the board of directors of such
Person, (ii) in the case of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership,
the Board of Directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.


 


“Borrower”
shall mean, (i) initially Merger Sub, (ii) after giving effect to the Merger, the Surviving Company, and (iii) after giving effect
to the Internal Restructuring, MPH LLC, and shall include any Successor Borrower, to the extent applicable.


 


“Borrower Materials”
shall have the meaning provided in Section 13.2.


 


“Borrowing”
shall mean and include (a) the Incurrence of Swingline Loans from the Swingline Lender on a given date (or swingline loans under
any Extended Revolving Credit Commitments of Additional/Replacement Revolving Credit Commitments from any swingline lender thereunder
on a given date), (b) the Incurrence of one Class and Type of Initial Term Loan on the Closing Date (or resulting from conversions
on a given date after the Closing Date) having, in the case of Eurodollar Loans, the same Interest Period (provided that
ABR Loans Incurred pursuant to Section 2.10(b) shall be considered part of any related Borrowing of Eurodollar Loans), (c) the
Incurrence of one Class and Type of Incremental Term Loan on an Incremental Facility Closing Date (or resulting from conversions
on a given date after the applicable Incremental Facility Closing Date) having, in the case of Eurodollar Loans, the same Interest
Period (provided that ABR Loans Incurred pursuant to Section 2.10(b) shall be considered part of any related Borrowing
of Eurodollar Loans), (d) the Incurrence of one Class and Type of Revolving Credit Loan on a given date (or resulting from conversions
on a given date) having, in the case of Eurodollar Loans, the same Interest Period (provided that ABR Loans Incurred pursuant
to Section 2.10(b) shall be considered part of any related Borrowing of Eurodollar Loans), (e) the Incurrence of one Class and
Type of Additional/Replacement Revolving Credit Loan on a given date (or resulting from conversions on a given date) having, in
the case of Eurodollar Loans, the same Interest Period (provided that ABR Loans Incurred pursuant to Section 2.10(b) shall
be considered part of any related Borrowing of Eurodollar Loans) and (f) the Incurrence of one Type of Extended Revolving Credit
Loan of a specified Class on a given date (or resulting from conversions on a given date) having, in the case of Eurodollar Loans,
the same Interest Period (provided that ABR Loans Incurred pursuant to Section 2.10(b) shall be considered part of any
related Borrowing of Eurodollar Loans).


 






    -9-


     


    

 


“Business
Day” shall mean (a) any day excluding Saturday, Sunday and any day that shall be in The City of New York a legal holiday
or a day on which banking institutions are authorized by law or other governmental actions to close and (b) if the applicable
Business Day relates to any Eurodollar Loans, any day on which dealings in deposits in U.S. Dollars are carried on in the London
interbank eurodollar market.


 


“Capital
Expenditures” shall mean, for any period, the aggregate of, without duplication, (a) all expenditures (whether paid
in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with
GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated
balance sheet of the Borrower and the Restricted Subsidiaries, (b) all Capitalized Software Expenditures and Capitalized Research
and Development Costs during such period and (c) all fixed asset additions financed through Financing Lease Obligations Incurred
by the Borrower and the Restricted Subsidiaries and recorded on the balance sheet in accordance with GAAP during such period;
provided that the term “Capital Expenditures” shall not include:


 


(i)         expenditures
made in connection with the replacement, substitution, restoration or repair of assets to the extent financed from insurance proceeds
or compensation awards paid on account of a Recovery Event (except to the extent that such proceeds otherwise increase Consolidated
Net Income for purposes of calculating Excess Cash Flow for such period),


 


(ii)        the
purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross
amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded
in at such time,


 


(iii)       the
purchase of property, plant or equipment to the extent financed with the proceeds of Dispositions outside the ordinary course
of business (except to the extent that such proceeds otherwise increase Consolidated Net Income for purposes of calculating Excess
Cash Flow for such period),


 


(iv)       expenditures
that constitute any part of Consolidated Lease Expense,


 


(v)        expenditures
that are accounted for as capital expenditures by the Borrower or any Restricted Subsidiary and that actually are paid for, or
reimbursed, by a Person other than the Borrower or any Restricted Subsidiary and for which neither the Borrower nor any Restricted
Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person
or any other Person (whether before, during or after such period, it being understood, however, that only the amount of expenditures
actually provided or incurred by the Borrower or any Restricted Subsidiary in such period and not the amount required to be provided
or incurred in any future period shall constitute “Capital Expenditures” in the applicable period),


 


(vi)       the
book value of any asset owned by the Borrower or any Restricted Subsidiary prior to or during such period to the extent that such
book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such
asset during such period without a corresponding expenditure actually having been made in such period; provided that (x)
any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period
in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such
asset was originally acquired,


 


(vii)      any
expenditures made as payments of the consideration for an Acquisition (or other similar Investment) and expenditures made in connection
with the Transactions and any amounts recorded pursuant to purchase accounting required under GAAP pertaining to Acquisitions
(or other similar Investments) or the Transactions,


 






    -10-


     


    

 





(viii)     any
capitalized interest expense and internal costs reflected as additions to property, plant or equipment in the consolidated balance
sheet of the Borrower and the Restricted Subsidiaries or capitalized as Capitalized Software Expenditures and Capitalized Research
and Development Costs for such period, or


 


(ix)       any
non-cash compensation or other non-cash costs reflected as additions to property, plant and equipment, Capitalized Software Expenditures
and Capitalized Research and Development Costs in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries.


 


“Capital
Stock” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation and including membership
interests and partnership interests) and, except to the extent constituting Indebtedness, any and all warrants, rights or options
to purchase, acquire or exchange any of the foregoing.


 


“Capitalized
Research and Development Costs” shall mean, for any period, all research and development costs that are, or are required
to be, in accordance with GAAP, reflected as capitalized costs on the consolidated balance sheet of the Borrower and the Restricted
Subsidiaries.


 


“Capitalized
Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued
as liabilities) by the Borrower and the Restricted Subsidiaries during such period in respect of purchased software or internally
developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized
costs on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries.


 


“Cash Collateral”
shall have the meaning provided in Section 3.8(c).


 


“Cash Collateralize”
shall have the meaning provided in Section 3.8(c).


 


“Cash Equivalents”
shall mean:


 


(a)       Dollars;


 


(b)       Canadian
dollars, euro, pounds sterling or any national currency of any participating member state of the EMU;


 


(c)       other
currencies held by the Borrower and the Restricted Subsidiaries from time to time in the ordinary course of business;


 


(d)       securities
issued or unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof, in each
case having maturities of not more than 24 months from the date of acquisition thereof;


 


(e)       securities
issued by any state, commonwealth or territory of the United States of America or any political subdivision or taxing authority
of any such state, commonwealth or territory or any public instrumentality thereof or any political subdivision or taxing authority
of any such state or commonwealth or territory or any public instrumentality thereof having maturities of not more than 24 months
from the date of acquisition thereof and, at the time of acquisition, having an Investment Grade Rating;


 


(f)        commercial
paper or variable or fixed rate notes issued by or guaranteed by any Lender or any bank holding company owning any Lender;


 


(g)       commercial
paper or variable or fixed rate notes maturing no more than 24 months from the date of acquisition thereof and, at the time of
acquisition, having an Investment Grade Rating;


 






    -11-


     


    





 


(h)           time
deposits with, or domestic and eurocurrency certificates of deposit, demand deposits or bankers’ acceptances maturing no
more than two years after the date of acquisition thereof and overnight bank deposits, in each case, issued by, any Lender or
any other bank having combined capital and surplus of not less than $100,000,000 (or the Dollar equivalent as of the date of determination);


 


(i)            repurchase
obligations for underlying securities of the type described in clauses (d), (e) and (h) above entered into with any bank meeting
the qualifications specified in clause (h) above or securities dealers of recognized national standing;


 


(j)            marketable
short-term money market and similar securities having a rating of at least A-2 or P-2 from either S&P or Moody’s (or,
if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another Rating Agency);


 


(k)           readily
marketable direct obligations issued by any non-U.S. government or any political subdivision or public instrumentality thereof,
in each case having an Investment Grade Rating with maturities of 24 months or less from the date of acquisition;


 


(l)            Investments
with average maturities of no more than 24 months from the date of acquisition in money market funds rated AAA- (or the equivalent
thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s
nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency);


 


(m)          with
respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary
maintains its chief executive office and principal place of business; provided such country is a member of the Organization
for Economic Cooperation and Development, in each case maturing within 24 months after the date of acquisition thereof, (ii) certificates
of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws
of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business; provided
such country is a member of the Organization for Economic Cooperation and Development, and who otherwise meets the qualifications
specified in clause (f) above (any such bank being an “Approved Foreign Bank”), and in each case with maturities
of not more than 24 months from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained
with an Approved Foreign Bank;


 


(n)           Indebtedness
or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from
Moody’s (or, if at any time neither S&P or Moody’s shall be rating such obligations, an equivalent rating from
another Rating Agency) with maturities of 24 months or less from the date of acquisition;


 


(o)           in
the case of investments by any Foreign Subsidiary or investments made in a country outside the United States of America, Cash
Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (n) above of foreign
obligors, which investments or obligors (or the parents of such obligors) have ratings, described in such clauses or equivalent
ratings from comparable foreign Rating Agencies and (ii) other short term investments utilized by Foreign Subsidiaries in accordance
with normal investment practices for cash management in investments analogous to the foregoing investments described in clauses
(a) through (n) of this paragraph; and


 


(p)           investment
funds investing 90% of their assets in securities of the types described in clauses (a) through (o) above.


 


Notwithstanding the
foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (a), (b) and
(c) above; provided that such amounts are converted into any currency or securities listed in clauses (a) through (d) as
promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts.


 






    -12-


     


    

 


“Cash Management
Agreement” shall mean any agreement entered into from time to time by Holdings, the Borrower or any of the Restricted
Subsidiaries in connection with cash management services for collections, other Cash Management Services or for operating, payroll
and trust accounts of such Person, including automatic clearing house services, controlled disbursement services, electronic funds
transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.


 


“Cash Management
Bank” shall mean any Person that is a Lender, Lead Arranger, Joint Bookrunner, Agent or any Affiliate of a Lender, Lead
Arranger, Joint Bookrunner or Agent at the time it provides any Cash Management Services or any Person that shall have become
a Lender, an Agent or an Affiliate of a Lender or an Agent at any time after it has provided any Cash Management Services.


 


“Cash Management
Obligations” shall mean obligations owed by Holdings, the Borrower or any Restricted Subsidiary to any Cash Management
Bank in connection with, or in respect of, any Cash Management Services.


 


“Cash Management
Services” shall mean (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card
e-payables services, (b) treasury management services (including controlled disbursement, overdraft automatic clearing house fund
transfer services, return items and interstate depository network services) and (c) any other demand deposit or operating account
relationships or other cash management services, including under any Cash Management Agreements.


 


“CFC” shall
mean a “controlled foreign corporation” within the meaning of Section 957 of the Code.


 


“Change in
Law” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration or interpretation thereof
by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having
the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) the
Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued
in connection therewith and (y) Basel III and all requests, rules, guidelines or directives thereunder or issued in connection
therewith, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.


 


“Change of Control”
shall mean and be deemed to have occurred if:


 


(a)           (i)
at any time prior to a Qualifying IPO, (x) the Permitted Holders shall at any time cease, directly or indirectly, to have the
power to vote or direct the voting of at least 35% of the total voting power of the Voting Stock of Holdings (or, for the avoidance
of doubt, any New Holdings or Successor Holdings) or (y) the acquisition by (A) any Persons (other than any one or more Permitted
Holders) or (B) Persons (other than any one or more Permitted Holders) that are together a “group” (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act (or any successor provision), but excluding any employee benefit plan of such
Person or “group” or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such
plan), including any group acting for the purpose of acquiring, holding or Disposing of Capital Stock of Holdings (or, for the
avoidance of doubt, any New Holdings or Successor Holdings) (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or
any successor provision)) of a percentage of the total voting power of the Voting Stock of Holdings (or, for the avoidance of
doubt, any New Holdings or Successor Holdings) that is greater than the percentage of the total voting power of the Voting Stock
of Holdings (or, for the avoidance of doubt, any New Holdings or Successor Holdings) in the aggregate, directly or indirectly,
beneficially owned by the Permitted Holders and/or (ii) at any time on and after a Qualifying IPO, the acquisition by (A) any
Person (other than any one or more Permitted Holders) or (B) Persons (other than any one or more Permitted Holders) that are together
a “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (or any successor provision), but
excluding any employee benefit plan of such Person or “group” or entity acting in its capacity as trustee, agent or
other fiduciary or administrator of any such plan), including any group acting for the purpose of acquiring, holding or Disposing
of Capital Stock of Holdings (or, for the avoidance of doubt, any New Holdings or Successor Holdings) (within the meaning of Rule
13d-5(b)(1) under the Exchange Act (or any successor provision)) of the total voting power of the Voting Stock of Holdings (or,
for the avoidance of doubt, any New Holdings or Successor Holdings) having more than the greater of (A) 35% of the total voting
power of the Voting Stock of Holdings (or, for the avoidance of doubt, any New Holdings or Successor Holdings) and (B) the percentage
of the total voting power of the Voting Stock of Holdings (or, for the avoidance of doubt, any New Holdings or Successor Holdings)
owned, directly or indirectly, beneficially in the aggregate by the Permitted Holders, unless in the case of either clause (i)
or (ii) above, the Permitted Holders have, at such time, the right or the ability by voting power, contract, proxy or otherwise
to elect, appoint, nominate or designate at least a majority of the aggregate votes on the Board of Directors of Holdings (or,
for the avoidance of doubt, any New Holdings or Successor Holdings); and/or


 






    -13-


     


    

 


(b)           at
any time prior to a Qualifying IPO of the Borrower (or, for the avoidance of doubt, a Successor Borrower), the failure of Holdings
(or, for the avoidance of doubt, any New Holdings or Successor Holdings), directly or indirectly through wholly owned subsidiaries,
to own beneficially and of record, all of the Capital Stock of the Borrower; and/or


 


(c)           a
 “change of control” or any comparable term under, and as defined in the Senior Unsecured Notes Indenture (or any documentation
governing any Permitted Refinancing Indebtedness in respect of any Refinancing thereof) or the documentation governing any other
First Lien Obligations (other than any Cash Management Agreement or Hedging Agreement).


 


Notwithstanding the preceding or any provision
of Rule 13d-3 of the Exchange Act (or any successor provision), (i) a Person or group shall not be deemed to beneficially own
securities subject to an equity or asset purchase agreement, merger agreement or similar agreement (or voting or option or similar
agreement related thereto) until the consummation of the transactions contemplated by such agreement, (ii) if any group includes
one or more Permitted Holders, the issued and outstanding Voting Stock of Holdings (or, for the avoidance of doubt, any New Holdings
or Successor Holdings) beneficially owned, directly or indirectly, by any Permitted Holders that are part of such group shall
not be treated as being beneficially owned by any other member of such group for purposes of determining whether a Change of Control
has occurred and (iii) a Person or group will not be deemed to beneficially own the Voting Stock of another Person as a result
of its ownership of Voting Stock or other securities of such other Person’s Parent Entity (or related contractual rights)
unless it owns 50.0% or more of the total voting power of the Voting Stock of such Parent Entity. For purposes of this definition
and any related definition to the extent used for purposes of this definition, at any time when 50.0% or more of the total voting
power of the Voting Stock of Holdings (or, for the avoidance of doubt, any New Holdings or Successor Holdings) is directly or
indirectly owned by a Parent Entity, all references to Holdings (or, for the avoidance of doubt, any New Holdings or Successor
Holdings) shall be deemed to refer to its ultimate Parent Entity (but excluding any Investor) that directly or indirectly owns
such Voting Stock.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Credit Loans, Initial Term Loans, Incremental Term Loans (of a Class), Extended Term Loans (of the same Extension Series), Extended
Revolving Credit Loans (of the same Extension Series and any related swingline loans thereunder), Additional/Replacement Revolving
Credit Loans (of the same Class and any related swingline loans thereunder) or Swingline Loans, and, when used in reference to
any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, an Initial Term Loan Commitment, an Incremental
Term Loan Commitment (of the same Class), an Extended Revolving Credit Commitment (of the same Extension Series and any related
swingline commitment thereunder), an Additional/Replacement Revolving Credit Commitment (of the same Class and any related swingline
commitment thereunder) or a Swingline Commitment, and when used in reference to any Lender, refers to whether such Lender has
a Loan or Commitment of such Class.


 


“Claims”
shall have meaning provided in the definition of Environmental Claims.


 


“Closing
Date” shall mean the date of the initial Credit Event under this Agreement, which date is June 7, 2016.


 


“Closing
Date Indebtedness” shall mean Indebtedness outstanding on the date hereof and, to the extent in excess of $2,500,000,
described on Schedule 10.1.


 






    -14-


     


    

 





“Co-Obligor”
shall mean each Subsidiary Guarantor on the Closing Date and each Subsidiary Guarantor that becomes a party to this Agreement
pursuant to Section 9.10.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time. Section references to the Code are to the Code, as
in effect on the Closing Date, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted
therefor.


 


“Collateral”
shall have the meaning provided for such term or a similar term in each of the Security Documents; provided that, with
respect to any Mortgages, “Collateral” shall mean “Mortgaged Property” as defined therein.


 


“Collateral
Agent” shall mean Barclays Bank PLC or any successor thereto appointed in accordance with the provisions of Section
12.11, together with any of its Affiliates, that is appointed as a sub-agent in accordance with Section 12.4, as the collateral
agent for the Secured Parties.


 


“Commitment”
shall mean, (a) with respect to each Lender (to the extent applicable), such Lender’s Initial Term Loan Commitment, Incremental
Term Loan Commitment, Revolving Credit Commitment, Extended Revolving Credit Commitment, Additional/Replacement Revolving Credit
Commitment or any combination thereof (as the context requires) and (b) with respect to the Swingline Lender, or swingline lender
under any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, its Swingline Commitment
or swingline commitment, as applicable.


 


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


 


“Commitment
Fee Rate” shall mean a rate equal to the following percentages per annum, based upon the Consolidated First Lien Debt
to Consolidated EBITDA Ratio as set forth in the most recent certificate delivered to the Administrative Agent pursuant to Section
9.1(d):


 


	Pricing
    
 Level	 	 	Consolidated
    First Lien Debt to Consolidated 

    EBITDA Ratio	 	Commitment

    Fee Rate	 
	1	 	 	Greater than 4.50:1.00	 	 	0.50	%
	2	 	 	Less than or equal to 4.50:1.00 but greater
    than 4.00:1.00	 	 	0.375	%
	3	 	 	Less than or equal to 4.00:1.00	 	 	0.25	%



 


Notwithstanding anything
to the contrary in this definition, during the period from the Closing Date until the Initial Financial Statement Delivery Date,
the Commitment Fee Rate shall be determined by “Pricing Level 1” set forth in the table above. Any increase or decrease
in the Commitment Fee Rate resulting from a change in the Consolidated First Lien Debt to Consolidated EBITDA Ratio shall become
effective as of the first Business Day immediately following the date Section 9.1 Financials are delivered to the Administrative
Agent pursuant to Sections 9.1(a) and 9.1(b); provided that, at the option of the Required Lenders, the highest pricing
level (as set forth in the table above) shall apply as of the fifth Business Day after the date on which Section 9.1 Financials
were required to have been delivered but have not been delivered pursuant to Section 9.1 and shall continue to so apply to and
including the date on which such Section 9.1 Financials are so delivered (and thereafter the pricing level otherwise determined
in accordance with this definition shall apply).


 


In the event that
the Administrative Agent and the Borrower determine that any Section 9.1 Financials previously delivered were incorrect or inaccurate
(regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy,
if corrected, would have led to the application of a higher Commitment Fee Rate for any Applicable Period than the Commitment
Fee Rate applied for such Applicable Period, then (a) the Borrower shall as soon as practicable deliver to the Administrative
Agent the correct Section 9.1 Financials for such Applicable Period, (b) the Commitment Fee Rate shall be determined as if the
pricing level for such higher Commitment Fee Rate were applicable for such Applicable Period, and (c) the Borrower shall within
10 Business Days of demand thereof by the Administrative Agent pay to the Administrative Agent the accrued additional interest
owing as a result of such increased Commitment Fee Rate for such Applicable Period, which payment shall be promptly applied by
the Administrative Agent in accordance with this Agreement. This paragraph shall not limit the rights of the Administrative Agent
and Lenders with respect to Section 2.8(c) and Section 11.


 






    -15-


     


    

 


“Commitment
Letter” shall mean the Amended and Restated Credit Facilities Commitment Letter, dated as of May 13, 2016, among Barclays
Bank PLC, Goldman Sachs Lending Partners LLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup
Global Markets Inc., UBS AG, Stamford Branch, UBS Securities LLC, Broad Street Loan Partners 2013 Onshore, L.P., Broad Street
Loan Partners 2013, L.P., Broad Street Loan Partners 2013 Europe, L.P., Broad Street Senior Credit Partners, L.P., Broad Street
Senior Credit Partners Offshore, L.P., Broad Street Credit Investments LLC, Broad Street London Partners #1, L.P., Broad Street
London Partners #2, L.P., Streamview Investment Pte Ltd and Polaris Parent.


 


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


 


“Communications”
shall have the meaning provided in Section 13.2.


 


“Confidential Information”
shall have the meaning provided in Section 13.16.


 


“Confidential
Information Memorandum” shall mean the Confidential Information Memorandum of the Borrower dated May 2016, delivered
to the prospective lenders in connection with this Agreement.


 


“Consolidated
Depreciation and Amortization Expense” shall mean, with respect to any Person for any period, the total amount of depreciation
and amortization expense, including the amortization of deferred financing fees or costs, debt issuance costs, commissions, fees
and expenses, Capital Expenditures, including Capitalized Software Expenditures, intangible assets established through recapitalization
or purchase accounting, and the accretion or amortization of OID resulting from the Incurrence of Indebtedness at less than par,
of such Person for such period on a consolidated basis and as determined in accordance with GAAP.


 


“Consolidated EBITDA”
shall mean, for any period, the Consolidated Net Income for such period, plus:


 


(a)           without
duplication and to the extent already deducted or, in the case of clauses (vi) and (viii) below, to the extent not included (and
not added back or excluded) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:


 


(i)            provision
for taxes based on income or profits or capital, including, without limitation, federal, foreign, state, local, franchise, unitary,
property, excise, value added and similar taxes and foreign withholding taxes paid or accrued during such period (including taxes
in respect of repatriated funds and any penalties and interest related to such taxes or arising from any tax examinations),


 


(ii)           Consolidated
Interest Expense and, to the extent not reflected in such Consolidated Interest Expense, bank and letter of credit fees, debt
rating monitoring fees and net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging
interest rate risk, amortization of deferred financing fees or costs, costs of surety bonds in connection with financing activities,
together with items excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (A) through
(N) thereof,


 


(iii)          Consolidated
Depreciation and Amortization Expense,


 


(iv)          the
amount of any restructuring charge, accrual or reserve or non-recurring (on a per-transaction basis) integration costs and related
costs and charges, including proposed or actual hiring and on-boarding of any senior level executives and any one-time (on a per-transaction
basis) costs or charges incurred in connection with Acquisitions and other Investments, and costs, charges and expenses, including
put arrangements and headcount reductions or other similar actions including severance charges in respect of employee termination
or relocation costs, excess pension charges, severance and lease termination expenses related to the closure, discontinuance and/or
consolidation of locations and/or facilities,


 






    -16-


     


    

 


(v)           any
other non-cash charges, including (A) all non-cash compensation expenses and costs, (B) the non-cash impact of recapitalization
or purchase accounting, (C) the non-cash impact of accounting changes or restatements, (D) any non-cash portion of Consolidated
Lease Expense and (E) other non-cash charges; provided that, to the extent that any such non-cash charges represent an
accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall
be subtracted from Consolidated EBITDA in such future period to such extent; and provided, further, that amortization
of a prepaid cash item that was paid in a prior period shall be excluded),


 


(vi)          the
aggregate amount of Consolidated Net Income for such period attributable to non-controlling interests of third parties in any
non Wholly-Owned Subsidiary, excluding cash distributions in respect thereof to the extent already included in Consolidated Net
Income,


 


(vii)         the
amount of management, monitoring, consulting and advisory fees, termination payments, indemnities and related expenses paid or
accrued in such period to (or on behalf of) the Investors (including amortization thereof) to the extent otherwise permitted under
Section 10.11 or to (or on behalf of) Affiliates of the Seller and/or the Target on or prior to the Closing Date (and following
the Closing Date, with respect to indemnification or other amounts owed in respect of arrangements in effect prior to the Closing
Date),


 


(viii)        (A)
pro forma adjustments, including pro forma “run rate” cost savings, operating expense reductions and other synergies
related to the Transactions projected by the Borrower in good faith to result from actions that have been taken, actions with
respect to which substantial steps have been taken or actions that are expected to be taken (including any savings expected to
result from the elimination of Public Company Costs) (in each case, in the good faith determination of the Borrower), in any such
case within twelve fiscal quarters after the Closing Date (or, to the extent identified to the Lead Arrangers, undertaken or implemented
prior to the Closing Date) and, without duplication and (B) pro forma adjustments, including pro forma “run rate”
cost savings, operating expense reductions, and other synergies related to mergers, business combinations, Acquisitions, Dispositions
and other similar transactions, or related to restructuring initiatives, cost savings initiatives and other initiatives projected
by the Borrower in good faith to result from actions that have been taken, actions with respect to which substantial steps have
been taken or actions that are expected to be taken (in each case, in the good faith determination of the Borrower), in any such
case, within eight fiscal quarters after the date of consummation of such merger, business combination, Acquisition, Disposition
or other similar transaction or the initiation of such restructuring initiative, cost savings initiative or other initiative;
provided, that, for the purpose of this clause (viii), (I) any such adjustments shall be added to Consolidated EBITDA for
each Test Period until fully realized and shall be calculated on a pro forma basis as though such adjustments had been realized
on the first day of the relevant Test Period and shall be calculated net of the amount of actual benefits realized from such actions,
(II) any such adjustments shall be reasonably identifiable and (III) no such adjustments shall be added pursuant to this clause
(viii) to the extent duplicative of any items related to adjustments included in the definition of Consolidated Net Income, clause
(iv) above or pursuant to the effects of Section 1.12 (it being understood that for purposes of the foregoing and Section 1.12
 “run rate” shall mean the full recurring benefit that is associated with any such action),


 


(ix)           Receivables
Fees and the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables
Facility,


 






    -17-


     


    

 


(x)            to
the extent funded with cash contributed to the capital of the Borrower or the Net Cash Proceeds of an issuance of Capital Stock
of the Borrower (other than Disqualified Capital Stock) solely to the extent that such Net Cash Proceeds are excluded from the
calculation of the Available Equity Amount, (A) any deductions, charges, costs or expenses (including compensation charges and
expenses) incurred by the Borrower or any Restricted Subsidiary pursuant to any management equity plan or share option plan or
any other management or employee benefit plan or agreement, pension plan, any severance agreement or any equity subscription or
shareholder agreement or any distributor equity plan or agreement or in connection with grants of stock appreciation or similar
rights or other rights to directors, officers, managers and/or employees of any Parent Entity, any Equityholding Vehicle, the
Borrower or any of its Restricted Subsidiaries and (B) any charges, costs, expenses accruals or reserves in connection with the
rollover or acceleration of Capital Stock held by directors, officers, managers and/or employees of any Parent Entity, any Equityholding
Vehicle, the Borrower or any of its Restricted Subsidiaries,


 


(xi)          [reserved],


 


(xii)         cash
receipts (or any netting arrangements resulting in reduced cash expenditures) not otherwise included in Consolidated EBITDA in
any period to the extent non-cash gains relating to such receipts were deducted in the calculation of Consolidated EBITDA pursuant
to paragraph (b) below for any previous period and not added back,


 


(xiii)        any
net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses,
including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or
cost) existing at the date of initial application of Financial Accounting Standards Board’s Accounting Standards Codification
No. 715, any non-cash deemed finance charges in respect of any pension liabilities, the curtailment or modification of pension
and post-retirement employee benefit plans (including settlement of pension liabilities), and any other items of a similar nature,


 


(xiv)         in
respect of any Hedging Obligations that are terminated (or early extinguished) prior to the stated settlement date, any loss (or
gain as applicable) reflected in Consolidated Net Income in or following the quarter in which such termination or early extinguishment
occurs,


 


(xv)         all
adjustments, other than normalized adjustments, of the type that are described on page 31 of the Public Lenders Presentation dated
May 16, 2016, to the extent such adjustments, without duplication, continue to be applicable to such period,


 


(xvi)        costs,
expenses, charges, accruals, reserves (including restructuring costs related to acquisitions prior to, on or after the Closing
Date) or expenses attributable to the undertaking and/or the implementation of cost savings initiatives, operating expense reductions
and other restructuring and integration and transition costs, costs associated with inventory category and distribution optimization
programs, pre-opening, opening and other business optimization expenses (including software development costs), future lease commitments,
consolidation, discontinuance and closing costs and expenses for locations and/or facilities, signing, retention and completion
bonuses, costs related to entry and expansion into new markets (including consulting fees) and to modifications to pension and
post-retirement employee benefit plans, system design, establishment and implementation costs and project start-up costs,


 


(xvii)       adjustments
consistent with Regulation S-X of the Securities Act,


 


(xviii)       changes
in earn-out obligations incurred in connection with any Acquisition or other Investment permitted under this Agreement and paid
during the applicable period and any similar acquisitions completed prior to the Closing Date, and


 


(xix)         costs
related to the implementation of operational and reporting systems and technology initiatives,


 






    -18-


     


    

 


less


 


(b)          without
duplication and to the extent included in arriving at such Consolidated Net Income, any non-cash gains, but excluding any non-cash
gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash items that reduced Consolidated EBITDA
in any prior period,


 


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


 


(I)            there
shall be included in determining Consolidated EBITDA for any period, without duplication, the Acquired EBITDA of any Person, property,
business or asset acquired by the Borrower or any Restricted Subsidiary during such period (other than any Unrestricted Subsidiary)
to the extent not subsequently sold, transferred or otherwise Disposed of during such period (but not including the Acquired EBITDA
of any related Person, property, business or assets to the extent not so acquired) (each such Person, property, business or asset
acquired, including pursuant to the Transactions or pursuant to a transaction consummated prior to the Closing Date, and not subsequently
so Disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is
converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), in each case
based on the Acquired EBITDA of such Pro Forma Entity for such period (including the portion thereof occurring prior to such acquisition
or conversion) determined on a historical pro forma basis; and


 


(II)          there
shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset
sold, transferred or otherwise Disposed of, closed or classified as discontinued operations by the Borrower or any Restricted
Subsidiary to the extent not subsequently reacquired, reclassified or continued, in each case, during such period (each such Person
(other than an Unrestricted Subsidiary), property, business or asset so sold, transferred or otherwise Disposed of, closed or
classified, a “Sold Entity or Business”), and the Disposed EBITDA of any Restricted Subsidiary that is converted
into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”), in each case
based on the Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the
portion thereof occurring prior to such sale, transfer, disposition, closure, classification or conversion) determined on a historical
pro forma basis.


 


Notwithstanding anything
to the contrary contained herein and subject to adjustment as provided in clauses (I) and (II) of the immediately preceding proviso
with respect to acquisitions and Dispositions occurring prior to, on and following the Closing Date and other adjustments contemplated
by Section 1.12, clause (a)(viii) above, Consolidated EBITDA shall be deemed to be $141,900,000, $161,000,000, $178,000,000 and
$172,300,000, respectively, for the fiscal quarters ended June 30, 2015, September 30, 2015, December 31, 2015 and March 31, 2016.


 


“Consolidated
EBITDA to Consolidated Interest Expense Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated
EBITDA for the most recent Test Period ended on or prior to such date of determination to (b) Consolidated Interest Expense for
such period; provided that, for purposes of calculating the Consolidated EBITDA to Consolidated Interest Expense Ratio
for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal
to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator
of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.


 






    -19-


     


    

 


“Consolidated
First Lien Debt” shall mean, without duplication, as of any date of determination, (a) the aggregate principal amount
of all Consolidated Total Debt (determined without regard to clause (b) of the definition thereof) outstanding under this Agreement
as of such date (but excluding the effects of any discounting of Indebtedness resulting from the application of recapitalization
or purchase accounting in connection with the Transactions, any Acquisition or other Investment) and all other Consolidated Total
Debt (determined without regard to clause (b) of the definition thereof) secured by Liens on the Collateral that do not rank junior
in priority to the Liens on the Collateral securing the Obligations minus (b) the aggregate amount of cash and Cash Equivalents
on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date, excluding cash and Cash Equivalents
which are or should be listed as “restricted” on the consolidated balance sheet of the Borrower and the Restricted
Subsidiaries as of such date (but, for the avoidance of doubt, including as “unrestricted cash” any and all amounts
held by, or for the benefit of, the Borrower or any Restricted Subsidiary for the purpose of repurchasing, redeeming, defeasing
or otherwise acquiring or making any other similar payment on the Existing Notes or the Senior Unsecured Notes). It is understood
that to the extent the Borrower or any Restricted Subsidiary Incurs any Indebtedness and receives the proceeds of such Indebtedness,
for purposes of determining any Incurrence test under this Agreement and whether the Borrower is in pro forma compliance with
any such test, the proceeds of such Incurrence shall not be considered cash or Cash Equivalents for purposes of any “netting”
pursuant to clause (b) of this definition.


 


“Consolidated
First Lien Debt to Consolidated EBITDA Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated
First Lien Debt as of the last day of the Test Period most recently ended on or prior to such date of determination to (b) Consolidated
EBITDA for such Test Period.


 


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


 


(a)           the
consolidated cash interest expense of such Person for such period, determined on a consolidated basis in accordance with GAAP,
with respect to all outstanding Indebtedness of such Person, (including (i) all commissions, discounts and other cash fees and
charges owed with respect to letters of credit and bankers’ acceptance financing, (ii) the cash interest component of Financing
Lease Obligations, and (iii) net cash payments, if any, made (less net cash payments, if any, received), pursuant to obligations
under Hedging Agreements for Indebtedness), but in any event excluding, for the avoidance of doubt,


 


(A)          accretion
or amortization of original issue discount resulting from the Incurrence of Indebtedness at less than par;


 


(B)          amortization
of deferred financing costs, debt issuance costs, commissions, fees and expenses;


 


(C)          any
accretion or accrual of, or accrued interest on discounted liabilities not constituting Indebtedness during such period and any
prepayment, redemption, repurchase, defeasance, acquisition or similar premium, penalty or inducement or other loss in connection
with the early Refinancing or modification of Indebtedness paid or payable during such period;


 


(D)          any
interest in respect of items excluded from Indebtedness in the proviso to the definition thereof;


 


(E)           penalties
or interest relating to taxes and any other amount of non-cash interest resulting from the effects of the acquisition method of
accounting or pushdown accounting;


 


(F)           non-cash
interest expense attributable to the movement of the mark-to-market valuation of obligations under Hedging Agreements or other
derivative instruments pursuant to Financial Accounting Standards Board’s Accounting Standards Codification No. 815 (Derivatives
and Hedging);


 


(G)          any
one-time cash costs associated with breakage in respect of Hedging Agreements for interest rates and any payments with respect
to make-whole premiums or other breakage costs in respect of any Indebtedness;


 


(H)          all
additional interest or liquidated damages then owing pursuant to any registration rights agreement and any comparable “additional
interest” or liquidated damages with respect to other securities designed to compensate the holders thereof for a failure
to publicly register such securities;


 






    -20-


     


    

 


(I)            any
expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or
purchase accounting;


 


(J)            any
expensing of bridge, arrangement, structuring, commitment or other financing fees or closing payments (excluding, for the avoidance
of doubt, the Commitment Fees);


 


(K)          any
lease, rental or other expense in connection with Non-Financing Lease Obligations,


 


(L)           Receivables
Fees, commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility,


 


(M)         any
capitalized interest, whether paid in cash or otherwise; and


 


(N)          any
other non-cash interest expense, including capitalized interest, whether paid or accrued;


 


less


 


(b)         
  cash interest income of the Borrower and the Restricted Subsidiaries for such period.


 


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


 


“Consolidated
Lease Expense” shall mean, for any period, all rental expenses of any Person during such period in respect of Non-Financing
Lease Obligations for real or personal property (including in connection with Sale Leasebacks), but excluding real estate taxes,
insurance costs and common area maintenance charges and net of sublease income; provided that Consolidated Lease Expense
shall not include (a) obligations under vehicle leases entered into in the ordinary course of business, (b) all such rental expenses
associated with assets acquired pursuant to the Transactions and pursuant to an Acquisition (or other Investment) to the extent
that such rental expenses relate to Non-Financing Lease Obligations (i) in effect at the time of (and immediately prior to) such
acquisition and (ii) related to periods prior to such acquisition, (c) Financing Lease Obligations, all as determined on a consolidated
basis in accordance with GAAP and (d) the effects from applying purchase accounting.


 


“Consolidated
Net Income” shall mean, with respect to any Person for any period, the aggregate of the Net Income attributable to such
Person for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however,
that, without duplication, and on an after-tax basis to the extent appropriate,


 


(a)           any
extraordinary, unusual or nonrecurring gains, losses or expenses, costs associated with preparations for, and implementation of,
compliance with the requirements of the Sarbanes-Oxley Act of 2002 and other Public Company Costs, earn-out payments or other
consideration paid or payable in connection with an Acquisition to the extent recorded as cash compensation expense, severance
costs, relocation costs, integration costs, pre-opening, opening, consolidation, discontinuation and closing costs and expenses
for locations and/or facilities, signing, retention and completion bonuses, transition costs, restructuring costs and litigation
settlements, fines, judgments, orders or losses and related costs and expenses shall be excluded,


 


(b)           the
Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,


 


(c)           any
net gains or losses realized on (i) Disposed of, discontinued or abandoned operations (which shall not, unless the Borrower otherwise
elects, include assets then held for sale), or (ii) the sale or other Disposition of any Capital Stock of any Person, shall be
excluded,


 






    -21-


     


    





 


(d)       any
net gains or losses realized attributable to asset Dispositions, other than those in the ordinary course of business, as determined
in good faith by the Borrower, and Dispositions of books of business, client lists or related goodwill in connection with the
departure of related employees or producers, shall be excluded,


 


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


 


(f)        solely
for the purpose of determining the amount available under clause (ii) of the definition of “Available Amount,” the
Net Income for such period of any Restricted Subsidiary (other than any Credit Party) shall be excluded to the extent the declaration
or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination
permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, is otherwise restricted
by the operation of the terms of its charter, judgment, decree, order, statute, rule, or governmental regulation applicable to
that Restricted Subsidiary or its equityholders, (other than: (i) restrictions that have been waived or otherwise released, (ii)
restrictions pursuant to this Agreement or the Senior Unsecured Notes and (iii) restrictions arising pursuant to an agreement
or instrument if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially
less favorable to the Secured Parties than the encumbrances and restrictions contained in the Credit Documents (as determined
by the Borrower in good faith)); provided that Consolidated Net Income of the Borrower will be increased by the amount
of dividends or other distributions or other payments actually paid in cash or Cash Equivalents (or, if not paid in cash or Cash
Equivalents, but later converted into cash or Cash Equivalents, upon such conversion) to the Borrower or a Restricted Subsidiary
thereof in respect of such period, to the extent not already included therein,


 


(g)       any
income (loss) (less all fees and expenses or charges related thereto) from the purchase, acquisition, early extinguishment, conversion
or cancellation of Indebtedness or Hedging Obligations or other derivative instruments (including deferred financing costs written
off and premiums paid) shall be excluded,


 


(h)       any
impairment charge, asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible
assets (including goodwill), long-lived assets, Investments in debt and equity securities, the amortization of intangibles, and
the effects of adjustments to accruals and reserves during a prior period relating to any change in the methodology of calculating
reserves for returns, rebates, warranties, inventories and other chargebacks (including government program rebates), shall be
excluded,


 


(i)        any
(i) non-cash compensation expense as a result of grants of stock appreciation or similar rights, profits interests, stock options,
restricted stock or other rights or equity incentive programs and any non-cash charges associated with the rollover, acceleration
or payout of Capital Stock or options with respect thereto by, or to, officers, directors, employees or consultants of Holdings,
the Borrower or any of the Restricted Subsidiaries, or any Parent Entity or Equityholding Vehicle, (ii) income (loss) attributable
to deferred compensation plans or trusts and (iii) any expense in respect of payments made to option holders or holders of profits
interests or restricted stock or restricted stock units of the Borrower or any Parent Entity or Equityholding Vehicle in connection
with, or as a result of, any distribution being made to equityholders of the Borrower or any Parent Entity or Equityholding Vehicle,
which payments are being made to compensate such option holders or holders of profits interests or restricted stock or restricted
stock units as though they were equityholders at the time of, and entitled to share in, such distribution (to the extent such
distribution to equityholders is excluded from Consolidated Net Income), shall be excluded,


 






    -22-


     


    







 


(j)        any
fees and expenses (including any commissions or discounts) incurred during such period, or any amortization thereof for such period,
in connection with any Acquisition, Investment, asset Disposition, Change of Control, Incurrence, Refinancing, prepayment, redemption,
repurchase, acquisition, defeasance, extinguishment, retirement or repayment of Indebtedness, issuance of Capital Stock, or amendment,
supplement 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/or not successful) and any charges or non-recurring merger
costs incurred during such period as a result of any such transaction shall be excluded,


 


(k)       accruals
and reserves that are established or adjusted as a result of the Transactions or any Acquisition or other Investment in accordance
with GAAP or changes as a result of the adoption or modification of accounting policies during such period, whether effected through
a cumulative effect adjustment, restatement or a retroactive application in accordance with GAAP, shall be excluded,


 


(l)        the
effects from applying purchase accounting, including applying recapitalization or purchase accounting to inventory, property and
equipment, software, goodwill and other intangible assets, in-process research and development, post-employment benefits, leases,
deferred revenue and debt-like items required or permitted by GAAP (including the effects of such adjustments pushed down to the
Borrower and the Restricted Subsidiaries), as a result of the Transactions or any other consummated Acquisition, or the amortization
or write-off of any amounts thereof, shall be excluded,


 


(m)      any
foreign exchange gains or losses (whether or not realized) resulting from the impact of foreign currency changes on the valuation
of assets and liabilities on the consolidated balance sheet of the Borrower shall be excluded,


 


(n)       any
non-cash interest expense and non-cash interest income, in each case to the extent there is no associated cash disbursement or
receipt, as the case may be, before the Latest Maturity Date, shall be excluded,


 


(o)       the
amount of any cash tax benefits related to the tax amortization of intangible assets in such period shall be included,


 


(p)       Transaction
Expenses (including any charges associated with the rollover, acceleration or payout of Capital Stock by management of the Seller
and/or the Target or any of its Subsidiaries or Parent Entities in connection with the Transactions) shall be excluded,


 


(q)       income
or expense related to changes in the fair value of contingent liabilities recorded in connection with the Transactions or any
Acquisition or other Investment shall be excluded,


 


(r)        proceeds
received from business interruption insurance (to the extent not reflected as revenue or income in Net Income and to the extent
that the related loss was deducted in the determination of Net Income), shall be included,


 


(s)        charges,
losses, lost profits, expenses or write-offs to the extent indemnified, reimbursed or insured by a third party, including expenses
covered by indemnification or reimbursement provisions in connection with the Transactions, an Acquisition or any other Investment,
in each case, to the extent that indemnification, reimbursement or insurance coverage has not been denied, the Borrower in good
faith believes that such amounts are recoverable from such indemnitors, reimbursers or insurers, and so long as such amounts are
actually paid or reimbursed to the Borrower or any of its Restricted Subsidiaries in cash or Cash Equivalents within one year
after the related amount is first added to Consolidated Net Income pursuant to this clause (s) (and if not so reimbursed within
one year, such amount shall be deducted from Consolidated Net Income during the next measurement period), shall be excluded; provided
that such amounts shall only be included in Consolidated Net Income under clause (ii) of the definition of “Available
Amount” after such amounts are actually reimbursed in cash,


 






    -23-


     


    







 


(t)        any
non-cash expenses, accruals, reserves or income related to adjustments to historical tax exposures shall be excluded; provided
that, if any such non-cash items represent an accrual or reserve for cash payments in any future period, the cash payment
in respect thereof in such future period shall be subtracted from Consolidated Net Income in such future period, but only to the
extent of such non-cash expense, accrual or reserve excluded pursuant to this clause (t), shall be excluded,


 


(u)       any
non-cash gain or loss attributable to the mark-to-market movement in the valuation of Hedging Obligations (to the extent the cash
impact resulting from such gain or loss has not been realized) or other derivative instruments pursuant to Financial Accounting
Standards Board’s Accounting Standards Codification No. 815-Derivatives and Hedging, shall be excluded,


 


(v)       any
gain or loss relating to Hedging Obligations associated with transactions realized in the current period that has been reflected
in Net Income in prior periods and excluded from, or included in, as applicable, Consolidated Net Income pursuant to the preceding
clause (u) shall be included, and


 


(w)      any
expense to the extent a corresponding amount is received in cash by the Borrower or any Restricted Subsidiaries from a Person
other than the Borrower or any Restricted Subsidiaries, provided such payment has not been included in determining Consolidated
Net Income (it being understood that if the amounts received in cash under any such agreement in any period exceed the amount
of expense in respect of such period, such excess amounts received may be carried forward and applied against expense in future
periods).


 


“Consolidated
Secured Debt” shall mean, without duplication, as of any date of determination, (a) the aggregate principal amount of
all Consolidated Total Debt (determined without regard to clause (b) of the definition thereof) outstanding under this Agreement
as of such date (but excluding the effects of any discounting of Indebtedness resulting from the application of recapitalization
or purchase accounting in connection with any Acquisition or other Investment) and all other Consolidated Total Debt (determined
without regard to clause (b) of the definition thereof) secured by Liens on any assets or property of the Borrower or any Restricted
Subsidiary minus (b) the aggregate amount of cash and Cash Equivalents on the consolidated balance sheet of the Borrower
and the Restricted Subsidiaries on such date, excluding cash and Cash Equivalents which are or should be listed as “restricted”
on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as of such date (but, for the avoidance of doubt,
including as “unrestricted cash” any and all amounts held by, or for the benefit of, the Borrower or any Restricted
Subsidiary for the purpose of repurchasing, redeeming, defeasing or otherwise acquiring or making any other similar payment on
the Existing Notes or the Senior Unsecured Notes). It is understood that to the extent the Borrower or any Restricted Subsidiary
Incurs any Indebtedness and receives the proceeds of such Indebtedness, for purposes of determining any Incurrence test under
this Agreement and whether the Borrower is in pro forma compliance with any such test, the proceeds of such Incurrence shall not
be considered cash or Cash Equivalents for purposes of any “netting” pursuant to clause (b) of this definition.


 


“Consolidated
Secured Debt to Consolidated EBITDA Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated
Secured Debt as of the last day of the Test Period most recently ended on or prior to such date of determination to (b) Consolidated
EBITDA for such Test Period.


 


“Consolidated
Total Assets” shall mean, as of any date of determination, the total amount of all assets of the Borrower and the Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP as of such date.


 


“Consolidated
Total Debt” shall mean, as of any date of determination, (a) the aggregate principal amount of indebtedness of the Borrower
and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding
the effects of any discounting of indebtedness resulting from the application of purchase accounting in connection with any Acquisition
or Investments), consisting of indebtedness for borrowed money, Unpaid Drawings, Financing Lease Obligations and third-party debt
obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate amount of cash and Cash Equivalents
on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date, excluding cash and Cash Equivalents
which are listed as “restricted” on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries
as of such date (but, for the avoidance of doubt, including as “unrestricted cash” any and all amounts held by, or
for the benefit of, the Borrower or any Restricted Subsidiary for the purpose of repurchasing, redeeming, defeasing or otherwise
acquiring or making any other similar payment on the Existing Notes or the Senior Unsecured Notes). It is understood that to the
extent the Borrower or any Restricted Subsidiary Incurs any Indebtedness and receives the proceeds of such Indebtedness, for purposes
of determining any Incurrence test under this Agreement and whether the Borrower is in pro forma compliance with any such test,
the proceeds of such Incurrence shall not be considered cash or Cash Equivalents for purposes of any “netting” pursuant
to clause (b) of this definition.


 






    -24-


     


    

 


“Consolidated
Total Debt to Consolidated EBITDA Ratio” shall mean, as of any date of determination, the ratio of (a) Consolidated
Total Debt as of the last day of the Test Period most recently ended on or prior to such date of determination to (b) Consolidated
EBITDA for such Test Period.


 


“Consolidated
Working Capital” shall mean, at any date, the excess of (a) the sum of all amounts (excluding all cash and Cash Equivalents)
that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption)
on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date less (b) the sum of all amounts
that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption)
on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date, including (for purposes of both
clauses (a) and (b)) current and long-term deferred revenue but excluding (for purposes of both clauses (a) and (b) above, as
applicable), without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness (including Letter of Credit
Obligations) under the Revolving Credit Facility, any Additional/Replacement Revolving Credit Facility, any Extended Revolving
Credit Facility or any other revolving credit facility that is effective in reliance on Section 10.1(u), to the extent otherwise
included therein, (iii) the current portion of interest, (iv) the current portion of current and deferred income taxes, (v) non-cash
compensation costs and expenses, (vi) any other liabilities that are not Indebtedness and will not be settled in cash or Cash
Equivalents during the next succeeding twelve month period after such date, (vii) the effects from applying recapitalization or
purchase accounting, (viii) any earn out obligations until 30 days after such obligation becomes contractually due and payable
and any earn-out obligation that becomes contractually due and payable to the extent (A) such Person is indemnified for the payment
thereof by a solvent Person reasonably acceptable to the Administrative Agent or (B) amounts to be applied to the payment thereof
are in escrow through customary arrangements and (ix) any asset or liability in respect of net obligations of such Person in respect
of Swap Contracts entered into in the ordinary course of business; provided that Consolidated Working Capital shall be
calculated without giving effect to (x) the depreciation of the Dollar relative to other foreign currencies or (y) changes to
Consolidated Working Capital resulting from non-cash charges and credits to consolidated current assets and consolidated current
liabilities (including, without limitation, derivatives and deferred income tax).


 


“Contract
Consideration” shall have the meaning provided in the definition of the term “Excess Cash Flow.”


 


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


 


“Controlled
Investment Affiliate” shall mean, as to any Person, any other Person, other than any Investor, which directly or indirectly
controls, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling
such Person) primarily for making direct or indirect equity or debt investments in the Borrower and/or other Persons.


 


“Converted
Restricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”


 


“Converted
Unrestricted Subsidiary” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”


 


“Corrective Extension
Agreement” shall have the meaning provided in Section 2.15(e).


 






    -25-


     


    







 


“Credit Agreement
Refinancing Indebtedness” shall mean (a) Permitted Equal Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing
Debt or (c) Permitted Unsecured Refinancing Debt; provided that, in each case, such Indebtedness is Incurred to Refinance,
in whole or in part, existing Term Loans or existing Revolving Credit Loans (or unused Revolving Credit Commitments), any then-existing
Additional/Replacement Revolving Credit Loans (or unused Additional/Replacement Revolving Credit Commitments), any then-existing
Extended Revolving Credit Loans (or unused Extended Revolving Credit Commitments), or any Loans under any then-existing Incremental
Facility (or, if applicable, unused Commitments thereunder), or any then-existing Credit Agreement Refinancing Indebtedness (“Refinanced
Debt”); provided, further, that (i) except for any of the following that are only applicable to periods
after the Latest Maturity Date, the covenants, events of default and guarantees of such Indebtedness (excluding, for the avoidance
of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original
issue discounts, maturity and prepayment or redemption premiums and terms) (when taken as a whole) are determined by the Borrower
to be either (A) consistent with market terms and conditions and conditions at the time of Incurrence or effectiveness (as determined
by the Borrower in good faith) or (B) not materially more restrictive on the Borrower and the Restricted Subsidiaries than those
applicable to the Refinanced Debt, when taken as a whole (provided that if the documentation governing such Credit Agreement
Refinancing Indebtedness contains a Previously Absent Financial Maintenance Covenant, the Administrative Agent shall be given
prompt written notice thereof and this Agreement shall be amended to include such Previously Absent Financial Maintenance Covenant
for the benefit of each Credit Facility (provided, however, that if (x) both the Refinanced Debt and the related
Credit Agreement Refinancing Indebtedness that includes a Previously Absent Financial Maintenance Covenant consists of a revolving
credit facility (whether or not the documentation therefor includes any other facilities) and (y) the applicable Previously Absent
Financial Maintenance Covenant is a “springing” financial maintenance covenant for the benefit of such revolving credit
facility or a covenant only applicable to, or for the benefit of, a revolving credit facility, the Previously Absent Financial
Maintenance Covenant shall only be required to be included in this Agreement for the benefit of each revolving credit facility
hereunder (and not for the benefit of any term loan facility hereunder) and such Credit Agreement Refinancing Indebtedness shall
not be deemed “more restrictive” solely as a result of such Previously Absent Financial Maintenance Covenant benefiting
only such revolving credit facilities; provided that a certificate of an Authorized Officer of the Borrower delivered to
the Administrative Agent at least five Business Days prior to the Incurrence of such Indebtedness, together with a reasonably
detailed description of the material terms and conditions of such Indebtedness 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 shall
be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies
the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description
of the basis upon which it disagrees), (ii) any such Indebtedness in the form of bonds, notes or debentures or which Refinances,
in whole or in part, existing Term Loans, shall have a maturity that is no earlier than the maturity of the Refinanced Debt and
a Weighted Average Life to Maturity equal to or greater than the Refinanced Debt; provided that the foregoing requirements
of this clause (ii) shall not apply to the extent such Indebtedness constitutes a customary bridge facility, so long as the long-term
Indebtedness into which any such customary bridge facility is to be converted or exchanged satisfies the requirements of this
clause (ii) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges, (iii)
any such Indebtedness which Refinances any existing Revolving Credit Loans (or unused Revolving Credit Commitments), any then-existing
Additional/Replacement Revolving Credit Loans (or unused Additional/Replacement Revolving Credit Commitments) or any then-existing
Extended Revolving Credit Loans (or unused Extended Revolving Credit Commitments) shall have a maturity that is no earlier than
the maturity of such Refinanced Debt and shall not require any mandatory commitment reductions prior to the maturity of such Refinanced
Debt; provided that the foregoing requirements of this clause (iii) shall not apply to the extent such Indebtedness constitutes
a customary bridge facility, so long as the long-term Indebtedness into which any such customary bridge facility is to be converted
or exchanged satisfies the requirements of this clause (iii) and such conversion or exchange is subject only to conditions customary
for similar conversions or exchanges, (iv) except to the extent otherwise permitted under this Agreement (subject to a dollar
for dollar usage of any other basket set forth in Section 10.1, if applicable), such Indebtedness shall not have a greater principal
amount (or shall not have a greater accreted value, if applicable) than the principal amount (or accreted value, if applicable)
of the Refinanced Debt plus accrued interest, fees and premiums (including tender premiums) (if any) thereon, defeasance
costs, underwriting discounts and fees and expenses (including OID, closing payments, upfront fees or similar fees) associated
with the Refinancing plus an amount equal to any existing commitments unutilized and letters of credit undrawn, (v) such
Refinanced Debt shall be repaid, repurchased, redeemed, defeased, acquired or satisfied and discharged on a dollar-for-dollar
basis, and all accrued interest, fees and premiums (including tender premiums) (if any) in connection therewith shall be paid
substantially concurrently with the date such Credit Agreement Refinancing Indebtedness is Incurred or made effective, (vi) except
to the extent otherwise permitted hereunder, the aggregate unused revolving commitments under such Credit Agreement Refinancing
Indebtedness shall not exceed the unused Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments or
Extended Revolving Credit Commitments, as applicable, being replaced plus undrawn letters of credit, (vii) in the case
of any such Indebtedness in the form of bonds, notes or debentures or which Refinances, in whole or in part, existing Term Loans,
the terms thereof shall not require any mandatory repayment, redemption, repurchase, acquisition or defeasance (other than (x)
in the case of bonds, notes or debentures, customary change of control, asset sale event or casualty, eminent domain or condemnation
event offers, AHYDO Catch-Up Payments and customary acceleration any time after an event of default and (y) in the case of any
term loans, mandatory prepayments that are on terms (when taken as a whole) not materially more favorable to the lenders or holders
providing such Indebtedness than those applicable to the Refinanced Debt (when taken as a whole) prior to the maturity date of
the Refinanced Debt, (viii) any Credit Agreement Refinancing Indebtedness may not be guaranteed by any Subsidiaries of the Borrower
that do not guarantee the Obligations and (ix) any Credit Agreement Refinancing Indebtedness may not be secured by any assets
that do not secure the Obligations.


 






    -26-


     


    

 


“Credit Documents”
shall mean this Agreement, the Security Documents, the Guarantee, the Fee Letter, each Letter of Credit, any promissory notes
issued by the Borrower hereunder, any Incremental Agreement, any Extension Agreement, the Assumption Agreement and any Customary
Intercreditor Agreement entered into after the Closing Date to which the Collateral Agent and/or the Administrative Agent is a
party.


 


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


 


“Credit Facility”
shall mean any of the Initial Term Loan Facility, any Incremental Term Loan Facility, the Revolving Credit Facility, any Additional/Replacement
Revolving Credit Facility, any Extended Term Loan Facility or any Extended Revolving Credit Facility, as applicable.


 


“Credit Party”
shall mean, collectively and/or, as applicable, individually, Holdings, the Borrower and each Subsidiary Guarantor.


 


“Cumulative
Consolidated Net Income” shall mean, as at any date of determination, Consolidated Net Income for the period (taken
as one accounting period) commencing on April 1, 2016 and ending on the last day of the most recent fiscal quarter for which Section
9.1 Financials have been delivered.


 


“Cure Amount”
shall have the meaning provided in Section 11.11(a).


 


“Cure Deadline”
shall have the meaning provided in Section 11.11(a).


 


“Cure Right”
shall have the meaning provided in Section 11.11(a).


 


“Customary
Intercreditor Agreement” shall mean (a) to the extent executed in connection with the Incurrence of secured Indebtedness
Incurred by a Credit Party, the Liens on the Collateral securing which are intended to rank equal in priority to the Liens on
the Collateral securing the Obligations (but without regard to the control of remedies), at the option of the Borrower and the
Collateral Agent acting together in good faith, either (i) any intercreditor agreement substantially in the form of the Equal
Priority Intercreditor Agreement or (ii) a customary intercreditor agreement in form and substance reasonably acceptable to the
Collateral Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall
rank equal in priority to the Liens on the Collateral securing the Obligations (but without regard to the control of remedies)
and (b) to the extent executed in connection with the Incurrence of secured Indebtedness Incurred by a Credit Party, the Liens
on the Collateral securing which are intended to rank junior in priority to the Liens on the Collateral securing the Obligations,
at the option of the Borrower and the Collateral Agent acting together in good faith, either (i) an intercreditor agreement substantially
in the form of the Junior Priority Intercreditor Agreement or (ii) a customary intercreditor agreement in form and substance reasonably
acceptable to the Collateral Agent and the Borrower, which agreement shall provide that the Liens on the Collateral securing such
Indebtedness shall rank junior in priority to the Liens on the Collateral securing the Obligations.


 






    -27-


     


    

 


“Debt Fund
Affiliate” shall mean any Affiliate of the Borrower (other than Holdings, the Borrower or any Restricted Subsidiary
of the Borrower) that is primarily engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing,
holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course
and that exercises investment discretion independent from the private equity business of each respective Investor; provided
that, to the extent it is an Affiliate of the Borrower, any Person managed or directed by GIC Asset Management Pte Ltd, including,
without limitation, Gamstar Pte Ltd shall constitute a Debt Fund Affiliate.


 


“Debt Incurrence
Prepayment Event” shall mean any Incurrence by the Borrower or any of the Restricted Subsidiaries of any Indebtedness,
but excluding any Indebtedness permitted to be Incurred under Section 10.1 (other than Incremental Term Loans Incurred in reliance
on clause (i)(x) of the proviso to Section 2.14(b), Permitted Additional Debt Incurred in reliance on Section 10.1(u)(i)(x) and,
to the extent relating to Term Loans, Credit Agreement Refinancing Indebtedness).


 


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


 


“Default”
shall mean any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.


 


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


 


“Designated
Non-Cash Consideration” shall mean the Fair Market Value of consideration that is not deemed to be cash or Cash Equivalents
and that is received by the Borrower or its Restricted Subsidiaries in connection with a Disposition pursuant to Section 10.4(c)
that is designated as Designated Non-Cash Consideration pursuant to a certificate of an Authorized Officer of the Borrower delivered
to the Administrative Agent, setting forth the basis of such valuation (less the amount of the amount of cash or Cash Equivalents
received in connection with a subsequent Disposition, redemption or repurchase of, or collection or payment on, such Designated
Non-Cash Consideration).


 


“Designated
Preferred Stock” shall mean Preferred Stock of the Borrower or any Parent Entity (in each case other than Disqualified
Capital Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established
by the Borrower or any of its Subsidiaries) and is so designated as Designated Preferred Stock by the Borrower on the issuance
date thereof.


 


“Disposed
EBITDA” shall mean, with respect to any Sold Entity or Business or Converted Unrestricted Subsidiary for any period,
the amount for such period of Consolidated EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary (determined
as if references to the Borrower and the Restricted Subsidiaries in the definition of the term “Consolidated EBITDA”
(and in the component financial definitions used therein) were references to such Sold Entity or Business and its Subsidiaries
or to such Converted Unrestricted Subsidiary and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity
or Business.


 


“Disposition”
shall have the meaning provided in Section 10.4. The terms “Disposal”, “Dispose” and “Disposed
of” shall have correlative meanings.


 


“Disposition
Percentage” shall mean, with respect to any Asset Sale Prepayment Event or Recovery Prepayment Event required to be
applied pursuant to Section 5.2(a)(i), the applicable percentage of Net Cash Proceeds required to be offered on any date of determination
to prepay Term Loans.


 






    -28-


     


    







 


“Disqualified
Capital Stock” shall mean, with respect to any Person, any Capital Stock of such Person that, by its terms (or by the
terms of any security or other Capital Stock into which it is convertible or for which it is putable or exchangeable) or upon
the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Qualified Capital Stock),
pursuant to a sinking fund obligation or otherwise, other than solely as a result of a change of control, asset sale event or
casualty, eminent domain or condemnation event so long as any rights of the holders thereof upon the occurrence of a change of
control, asset sale event or casualty, eminent domain or condemnation event shall be subject to the prior repayment in full of
the Loans and all other Obligations (other than Hedging Obligations under any Secured Hedging Agreement, Cash Management Obligations
under Secured Cash Management Agreements or contingent indemnification obligations and other contingent obligations not then due
and payable), (b) is redeemable or exchangeable at the option of the holder thereof (other than solely for Qualified Capital Stock),
other than as a result of a change of control, asset sale event or casualty, eminent domain or condemnation event so long as any
rights of the holders thereof upon the occurrence of a change of control, asset sale event or casualty, eminent domain or condemnation
event shall be subject to the prior repayment in full of the Loans and all other Obligations (other than Hedging Obligations under
any Secured Hedging Agreement, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification
obligations and other contingent obligations not then due and payable), in whole or in part, or (c) provides for the scheduled
payment of dividends in cash, in each case prior to the date that is ninety-one (91) days after the Latest Maturity Date; provided
that, if such Capital Stock is issued pursuant to any plan for the benefit of officers, directors, employees or consultants
of Holdings (or any Parent Entity thereof), the Borrower or any of its Subsidiaries or by any such plan to such officers, directors,
employees or consultants, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required
to be repurchased by Holdings (or any Parent Entity thereof), the Borrower or any of its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations or as a result of such officer’s, director’s, employee’s or consultant’s
termination, death or disability.


 


“Disqualified
Lenders” shall mean (a) such Persons that have been specified in writing to the Administrative Agent and the Lead Arrangers
on or prior to May 5, 2016 as being “Disqualified Lenders,” (b) those Persons who are competitors of the Target and
its Subsidiaries that are separately identified in writing by the Borrower from time to time to the Administrative Agent and (c)
in the case of each of clauses (a) and (b), any of their Affiliates (which, for the avoidance of doubt, shall not include any
bona fide debt investment funds that are Affiliates of the Persons referenced in clause (b) above) that are either (i) identified
in writing to the Administrative Agent by the Borrower from time to time or (ii) readily identifiable on the basis of such Affiliate’s
name as an Affiliate of such entity; provided that any Person that is a Lender and subsequently becomes a Disqualified
Lender (but was not a Disqualified Lender on the Closing Date or at the time it became a Lender) shall not retroactively be deemed
to be a Disqualified Lender hereunder.


 


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


 


“Documentation
Agents” shall mean Bank of America, N.A., Citibank, N.A. and UBS Securities LLC each in its capacity as documentation
agent under this Agreement.


 


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


 


“Domestic
Restricted Subsidiary” shall mean each Restricted Subsidiary of the Borrower that is a Domestic Subsidiary.


 


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


 


“Drawing”
shall have the meaning provided in Section 3.4(b).


 


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


 






    -29-


     


    







 


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


 


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


 


“Effective
Yield” shall mean, as to any Indebtedness, the effective yield paid by the Borrower on such Indebtedness as determined
by the Borrower and the Administrative Agent in a manner consistent with generally accepted financial practices, taking into account
the applicable interest rate margins, any interest rate “floors” (the effect of which floors shall be determined in
a manner set forth in the proviso below and assuming that, if interest on such Indebtedness is calculated on the basis of a floating
rate, that the “LIBOR” component of such formula is included in the calculation of Effective Yield) or similar devices
and all fees, including upfront or similar fees or OID (amortized over the shorter of (x) the remaining Weighted Average Life
to Maturity of such Indebtedness and (y) the four years following the date of Incurrence thereof, and, if applicable, assuming
any Additional/Replacement Revolving Credit Commitments were fully drawn) payable generally by the Borrower to Lenders or other
institutions providing such Indebtedness, but excluding any arrangement fees, structuring fees, closing payments or other similar
fees payable in connection therewith that are not generally shared with the relevant Lenders and, if applicable, ticking fees
accruing prior to the funding of such Indebtedness and customary consent fees for an amendment paid generally to consenting Lenders;
provided that, with respect to any Indebtedness that includes a “floor”, (a) to the extent that the Reference
Rate on the date that the Effective Yield is being calculated is less than such floor, the amount of such difference shall be
deemed added to the interest rate margin for such Indebtedness for the purpose of calculating the Effective Yield and (b) to the
extent that the Reference Rate on the date that the Effective Yield is being calculated is greater than such floor, then the floor
shall be disregarded in calculating the Effective Yield.


 


“Eligible
Assignee” shall mean (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (subject,
in each case, to such consents, if any, as may be required under Section 13.6(b)), other than, in each case, (i) a natural person,
(ii) a Defaulting Lender or (iii) a Disqualified Lender.


 


“Employee
Investors” shall mean the current, former or future officers, directors, managers and employees (and Controlled Investment
Affiliates and Immediate Family Members of the foregoing) of Holdings, the Borrower, the Restricted Subsidiaries or any Parent
Entity who are or who become direct or indirect investors in Holdings, any Parent Entity, any Equityholding Vehicle, or in the
Borrower, including any such officers, directors, managers or employees owning through an Equityholding Vehicle.


 


“EMU” shall
mean the economic and monetary union as contemplated in the Treaty on European Union.


 


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


 


“Environmental
Claims” shall mean any and all administrative, regulatory or judicial actions, suits, orders, demands, demand letters,
claims, liens, notices of noncompliance or violation, investigations (other than internal reports prepared by the Borrower or
any of its Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing
transaction or an acquisition or disposition of real estate) or proceedings relating in any way to any Environmental Law or any
permit issued, or any approval given, under any such Environmental Law (hereinafter, “Claims”), including (i)
any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions
or damages pursuant to any applicable Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief resulting from the Release or threatened Release of Hazardous
Materials or arising from alleged injury or threat of injury to health, safety or the Environment.


 


“Environmental
Law” shall mean any applicable federal, state, provincial, territorial, foreign, municipal or local statute, law, rule,
regulation, ordinance, code, permit, binding agreement issued, promulgated or entered into by or with any Governmental Authority
or rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation
thereof, including any binding judicial or administrative order, consent decree or judgment, in each case relating to pollution
or the protection of the Environment including, those relating to generation, use, handling, storage, treatment, Release or threat
of Release of Hazardous Materials or, to the extent relating to exposure to Hazardous Materials, human health or safety.


 






    -30-


     


    

 


“Equal Priority
Intercreditor Agreement” shall mean the Equal Priority Intercreditor Agreement substantially in the form of Exhibit
H-1 among (x) the Collateral Agent and (y) one or more representatives of the holders of one or more classes of Permitted Additional
Debt and/or Permitted Equal Priority Refinancing Debt, with any immaterial changes and material changes thereto in light of the
prevailing market conditions, which material changes shall be posted to the Lenders not less than five Business Days before execution
thereof and, if the Required Lenders shall not have objected to such changes within five Business Days after posting, then the
Required Lenders shall be deemed to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into
such intercreditor agreement (with such changes) is reasonable and to have consented to such intercreditor agreement (with such
changes) and to the Administrative Agent’s and/or Collateral Agent’s execution thereof.


 


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


 


“Equityholding
Vehicle” shall mean any Parent Entity and any equityholder thereof through which current, former or future officers,
directors, employees, managers or consultants of Holdings or the Borrower or any of their Subsidiaries or Parent Entity hold Capital
Stock of such Parent Entity.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. Section references to ERISA are
to ERISA, as in effect on the Closing Date, and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or
substituted therefor.


 


“ERISA Affiliate”
shall mean each person (as defined in Section 3(9) of ERISA) that together with Holdings, the Borrower or a Restricted Subsidiary
thereof is treated as a “single employer” within the meaning of Section 414(b) or (c) of the Code or, solely for purposes
of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414(b), (c), (m) and (o) of
the Code.


 


“Escrowed
Proceeds” shall mean the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow
account with an independent escrow agent on the date of the applicable offering or incurrence pursuant to escrow arrangements
that permit the release of amounts on deposit in such escrow account upon satisfaction of certain conditions or the occurrence
of certain events. The term “Escrowed Proceeds” shall include any interest earned on the amounts held in escrow.


 


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


 


“Eurodollar Borrowing”
shall mean each Borrowing of a Eurodollar Loan.


 


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


 


“Eurodollar
Rate” shall mean, (a) with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum equal
to greater of (i) (A) with regard to Initial Term Loans only, 1.00% and (B) with regard to Revolving Credit Loans, 0.00% and (ii)
the product of (A) the LIBOR in effect for such Interest Period and (B) Statutory Reserves


 


Where,


 


“LIBOR”
shall mean, (i) the rate per annum determined by the Administrative Agent to be the offered rate which appears on the page of
the Reuters Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (such
page currently being the LIBOR01 page) for deposits (for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London, England time), two Business Days prior
to the commencement of such Interest Period, or (ii) in the event the rate referenced in the preceding clause (i) does not appear
on such page or service or if such page or service shall cease to be available, the rate determined by the Administrative Agent
to be the offered rate on such other page or other service which displays LIBOR for deposits (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period in Dollars, determined as of approximately 11:00 a.m. (London,
England time) two Business Days prior to the commencement of such Interest Period; provided that if LIBOR is quoted under
either of the preceding clauses (i) or (ii), but there is no such quotation for the Interest Period elected, LIBOR shall be equal
to the Interpolated Rate; and


 






    -31-


     


    

 


“Statutory
Reserves” shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency
or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign,
to which the Administrative Agent or any Lender (including any branch, Affiliate, or other fronting office making or holding a
Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurodollar Loans shall be deemed to constitute
Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve requirements without benefit
of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation
D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


and (b) with respect to any ABR Loan,
an interest rate per annum equal to the LIBOR in effect for an Interest Period of one month


 


Where,


 


“LIBOR”
shall mean (i) the rate per annum determined by the Administrative Agent to be the offered rate which appears on the page of the
Reuters Screen which displays the London interbank offered rate administered by ICE Benchmark Administration Limited (such page
currently being the LIBOR01 page) for deposits in Dollars with a one-month term, determined as of approximately 11:00 a.m. (London,
England time), on the day of determination of such rate, or (ii) in the event the rate referenced in the preceding clause (i)
does not appear on such page or service or if such page or service shall cease to be available, the rate determined by the Administrative
Agent to be the offered rate on such other page or other service which displays LIBOR for deposits in Dollars with a one-month
term, determined as of approximately 11:00 a.m. (London, England time) on the date of determination of such rate; provided
that if LIBOR is quoted under either of the preceding clauses (i) or (ii), but there is no such quotation for a one-month
Interest Period, LIBOR shall be equal to the Interpolated Rate


 


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


 


“Excess Cash Flow”
shall mean, for any period, an amount equal to the excess of


 


(a)       the
sum, without duplication, of:


 


(i)       Consolidated
Net Income for such period;


 


(ii)      an
amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income (provided
that, in each case, if any non-cash charge represents an accrual or reserve for cash items in any future period, the cash
payment in respect thereof in such future period shall be subtracted from Excess Cash Flow in such future period);


 


(iii)    decreases
in Consolidated Working Capital, decreases in long-term accounts receivable in each case as of the end of such period from the
Consolidated Working Capital and long-term accounts receivable as of the beginning of such period (except, in the case of each
of the foregoing, any such increases or decreases that are as a result of the reclassification of items from short-term to long-term
or vice versa) (other than any such decreases or increases, as applicable, arising from Acquisitions or Dispositions outside the
ordinary course of assets, business units or property by the Borrower or any of its Restricted Subsidiaries completed during such
period or the application of recapitalization or purchase accounting);


 






    -32-


     


    

 


(iv)    an
amount equal to the aggregate net non-cash loss on the Disposition of assets, business units or property by the Borrower and the
Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted
in arriving at such Consolidated Net Income;


 


(v)     cash
payments received in respect of Hedging Agreements during such period to the extent not included in arriving at such Consolidated
Net Income; and


 


(vi)     income
tax expense to the extent deducted in arriving at such Consolidated Net Income (net of any adjustments pursuant to clause (o)
of Consolidated Net Income for cash tax benefits related to the tax amortization of intangible assets in such period);


 


minus


 


(b)       the
sum, without duplication, of:


 


(i)       an
amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income (but excluding any non-cash
credit to the extent representing the reversal of an accrual or reserve described in clause (a)(ii) above) and cash charges included
in clauses (a) through (w) of the definition of the term “Consolidated Net Income”;


 


(ii)      without
duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures or acquisitions
of Intellectual Property made in cash or accrued during such period, except to the extent that such Capital Expenditures or acquisitions
of Intellectual Property were financed by the Incurrence of long-term Indebtedness by, or the issuance of Capital Stock by, or
the making of capital contributions to, the Borrower or any of the Restricted Subsidiaries or using the proceeds of any Disposition
outside the ordinary course of business;


 


(iii)     the
aggregate amount of all principal payments of Indebtedness of the Borrower and the Restricted Subsidiaries (including (A) the
principal component of payments in respect of Financing Lease Obligations, (B) all scheduled principal repayments of the Term
Loans, Permitted Additional Debt and Credit Agreement Refinancing Indebtedness, in each case to the extent such payments are permitted
hereunder and actually made and (C) the amount of any mandatory prepayment of Term Loans actually made pursuant to Section 5.2(a)(i)
and any mandatory redemption, repurchase, prepayment, defeasance, acquisition or similar payment of the Senior Unsecured Notes
(or any Permitted Refinancing Indebtedness in respect thereof in accordance with the corresponding provisions of the governing
documentation thereof), the Permitted Additional Debt or Credit Agreement Refinancing Indebtedness pursuant to the corresponding
provisions of the governing documentation thereof, in each such case from the proceeds of any Disposition and that resulted in
an increase to Consolidated Net Income (and have not otherwise been excluded under clause (c) of the definition thereof) and not
in excess of the amount of such increase but excluding (1) all other prepayments, repurchases, defeasances, acquisitions, redemptions
and/or similar payments of Term Loans and (2) all prepayments of revolving credit loans and swingline loans permitted hereunder
made during such period (other than in respect of any revolving credit facility (other than in respect of (x) the Revolving Credit
Facility, any Extended Revolving Credit Facility or Additional/Replacement Revolving Credit Facility and (y) other revolving loans
that are effective in reliance on Section 10.1(a) or Section 10.1(u)) to the extent there is an equivalent permanent reduction
in commitments thereunder)), except to the extent financed by the Incurrence of long-term Indebtedness by, or the issuance of
Capital Stock by, or the making of capital contributions to, the Borrower or any of the Restricted Subsidiaries or using the proceeds
of any Disposition outside the ordinary course of business;


 






    -33-


     


    

 


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


 


(v)     increases
in Consolidated Working Capital and increases in long-term accounts receivable in each case as of the end of such period from
the Consolidated Working Capital and long-term accounts receivable as of the beginning of such period (except, in the case of
each of the foregoing, any such increases or decreases that are as a result of the reclassification of items from short-term to
long-term or vice versa) (other than any such increases or decreases, as applicable, arising from Acquisitions or Dispositions
outside the ordinary course by the Borrower and the Restricted Subsidiaries during such period or the application of recapitalization
or purchase accounting);


 


(vi)     cash
payments by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower
and the Restricted Subsidiaries other than Indebtedness, except to the extent that such payments were financed by the Incurrence
of long-term Indebtedness by, or the issuance of Capital Stock by, or the making of capital contributions to, the Borrower or
any of the Restricted Subsidiaries or using the proceeds of any Disposition outside the ordinary course of business;


 


(vii)   without
duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments made in cash (other
than Investments made pursuant to Sections 10.5(b), (f), (g), (h), (i), (n) and (s)) during such period, except to the extent
that such Investments were financed by the Incurrence of long-term Indebtedness by, or the issuance of Capital Stock by, or the
making of capital contributions to, the Borrower or any of the Restricted Subsidiaries or using the proceeds of any Disposition
outside the ordinary course of business;


 


(viii)   without
duplication of amounts deducted pursuant to clause (xii) below, the amount of Restricted Payments (other than Restricted Investments)
paid in cash during such period, except to the extent that such Restricted Payments were financed by the Incurrence of long-term
Indebtedness by, or the issuance of Capital Stock by, or the making of capital contributions to, the Borrower or any of the Restricted
Subsidiaries or using the proceeds of any Disposition outside the ordinary course of business;


 


(ix)    the
aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries in cash during such period (including
expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, except
to the extent that such expenditures were financed by the Incurrence of long-term Indebtedness by, or the issuance of Capital
Stock by, or the making of capital contributions to, the Borrower or any of the Restricted Subsidiaries or using the proceeds
of any Disposition outside the ordinary course of business;


 


(x)     the
aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries
during such period that are required to be made in connection with any prepayment, redemption, defeasance, acquisition or repurchase
of Indebtedness, except to the extent that such payments were financed by the Incurrence of long-term Indebtedness by, or the
issuance of Capital Stock by, or the making of capital contributions to, the Borrower or any of the Restricted Subsidiaries or
using the proceeds of any Disposition outside the ordinary course of business;


 






    -34-


     


    





 


(xi)       without
duplication of amounts deducted from Excess Cash Flow in other periods, (A) the aggregate consideration required to be paid in
cash by the Borrower or any of its Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”)
entered into prior to or during such period and (B) any planned cash expenditures by the Borrower or any of the Restricted Subsidiaries
(the “Planned Expenditures”) in the case of each of clauses (A) and (B), relating to Acquisitions (or other
Investments), Capital Expenditures (including Capitalized Software Expenditures) or acquisitions of Intellectual Property to be
consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period (except
to the extent financed by the Incurrence of long-term Indebtedness by, or the issuance of Capital Stock by, or the making of capital
contributions to, the Borrower or any of the Restricted Subsidiaries or using the proceeds of any Disposition outside the ordinary
course of business); provided that, to the extent that the aggregate amount of cash actually utilized to finance such Acquisitions
(or other Investments), Capital Expenditures (including Capitalized Software Expenditures) or acquisitions of Intellectual Property
during such following period of four consecutive fiscal quarters is less than the Contract Consideration and Planned Expenditures,
the amount of such shortfall shall be added to the calculation of Excess Cash Flow, at the end of such period of four consecutive
fiscal quarters;


 


(xii)      without
duplication of any amounts deducted pursuant to clause (viii) above, the aggregate amount of all payments paid in cash by the
Borrower and the Restricted Subsidiaries during such period in connection with, or necessary to consummate, the Transactions;


 


(xiii)     income
taxes, including penalties and interest, paid in cash in such period; and


 


(xiv)     cash
expenditures made in respect of Hedging Agreements during such period to the extent not deducted in arriving at such Consolidated
Net Income.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange
Rate” shall mean on any day with respect to any currency (other than Dollars), the rate at which such currency may be
exchanged into any other currency (including Dollars), as set forth at approximately 11:00 a.m. (London time) on such day on the
Bloomberg page or screen for such currency. In the event that such rate does not appear on any Bloomberg page or screen, the Exchange
Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed
by the Administrative Agent and the Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic
average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations
in respect of such currency are then being conducted, at or about 11:00 a.m., local time, on such date for the purchase of the
relevant currency for delivery two Business Days later.


 


“Excluded Capital Stock”
shall mean:


 


(a)      any
Capital Stock with respect to which, in the reasonable judgment of the Borrower and the Collateral Agent as agreed in writing,
the cost or other consequences (including any material adverse tax consequences) of pledging such Capital Stock shall be excessive
in view of the benefits to be obtained by the Secured Parties therefrom,


 


(b)      solely
in the case of any pledge of Capital Stock of any Foreign Subsidiary or FSHCO to secure the Obligations, any Capital Stock that
is Voting Stock of such Foreign Subsidiary or FSHCO in excess of 65% of the outstanding Capital Stock that is Voting Stock of
such Foreign Subsidiary or FSHCO,


 


(c)      any
Capital Stock to the extent, and for so long as, the pledge thereof would be prohibited by any Applicable Law (including any legally
effective requirement to obtain the consent of any Governmental Authority to such pledge unless such consent has been obtained),


 






    -35-


     


    

 





(d)      any
 “margin stock” (as defined in Regulation U),


 


(e)       the
Capital Stock of any Person, other than any Wholly-Owned Restricted Subsidiary to the extent, and for so long as, the pledge of
such Capital Stock would be prohibited by the terms of any Contractual Obligation, Organizational Document, joint venture agreement
or shareholders’ agreement applicable to such Person or legally effective Contractual Obligations or create an enforceable
right of termination in favor of any other party thereto (other than Holdings, the Borrower or any wholly owned Restricted Subsidiary
of the Borrower),


 


(f)       the
Capital Stock of any Subsidiary of a Foreign Subsidiary or any Subsidiary of a FSHCO,


 


(g)      the
Capital Stock of any Unrestricted Subsidiary, and


 


(h)      any
Capital Stock of any Subsidiary to the extent that the pledge of such Capital Stock would result in material adverse tax consequences
to Holdings, the Borrower or any Subsidiary as reasonably determined by the Borrower in consultation with the Collateral Agent.


 


“Excluded
Contribution” shall mean the Net Cash Proceeds, the Fair Market Value of marketable securities or the Qualified Proceeds,
in each case received by the Borrower from capital contributions to the common Capital Stock of the Borrower or sales or issuances
of common Capital Stock of the Borrower permitted hereunder, in each case, after the Closing Date (other than any amount to the
extent used in the Cure Amount) and designated by the Borrower to the Administrative Agent as an Excluded Contribution within
10 Business Days of the date such capital contributions are made or the date the applicable Capital Stock is issued or sold.


 


“Excluded Property”
shall have the meaning provided in the Security Agreement.


 


“Excluded Subsidiary”
shall mean:


 


(a)       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 Section 9.10 (for so long as such Subsidiary remains a non-wholly owned Subsidiary),


 


(b)       any
Subsidiary that is prohibited by (x) Applicable Law or (y) Contractual Obligation from guaranteeing the Obligations (and for so
long as such restrictions or any replacement or renewal thereof is in effect); provided that in the case of clause (y),
such Contractual Obligation existed on the Closing Date or, with respect to any Subsidiary acquired by the Borrower or a Restricted
Subsidiary after the Closing Date (and so long as such Contractual Obligation was not incurred in contemplation of such acquisition),
on the date such Subsidiary is so acquired,


 


(c)       any
Domestic Subsidiary that is (i) a FSHCO or (ii) a direct or indirect Subsidiary of a CFC,


 


(d)       any
Immaterial Subsidiary (provided that the Borrower shall not be permitted to exclude Immaterial Subsidiaries from guaranteeing
the Obligations to the extent that (i) the aggregate amount of gross revenue for all Immaterial Subsidiaries (other than Unrestricted
Subsidiaries) excluded by this clause (d) exceeds 10% of the consolidated gross revenues of the Borrower and its Restricted Subsidiaries
that are not otherwise Excluded Subsidiaries by virtue of any of the other clauses of this definition, except for this clause
(d), for the Test Period most recently ended on or prior to the date of determination or (ii) the aggregate amount of total assets
for all Immaterial Subsidiaries (other than Unrestricted Subsidiaries) excluded by this clause (d) exceeds 10% of the aggregate
amount of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries that are not otherwise Excluded Subsidiaries
by virtue of any other clauses of this definition, except for this clause (d), as at the end of the Test Period most recently
ended on or prior to the date of determination),


 






    -36-


     


    

 


(e)       any
other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower (confirmed in
writing by notice to the Borrower and the Collateral Agent), the cost or other consequences (including any material adverse tax
consequences) of providing a guarantee shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom,


 


(f)       each
Foreign Subsidiary and each Unrestricted Subsidiary,


 


(g)       each
other Restricted Subsidiary acquired pursuant to an Acquisition or other Investment and financed with secured Indebtedness Incurred
pursuant to Section 10.1(j) and the Liens securing which are permitted by Section 10.2(f) (and, for the avoidance of doubt, not
Incurred in contemplation of such Acquisition or other Investment), and each Restricted Subsidiary acquired in such Acquisition
or other Investment that guarantees such Indebtedness, in each case to the extent that, and for so long as, the documentation
relating to such Indebtedness to which such Restricted Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations,


 


(h)       any
Subsidiary to the extent that the guarantee of the Obligations would result in material adverse tax consequences to the Borrower
or any Subsidiary as reasonably determined by the Borrower in consultation with the Administrative Agent, and confirmed in writing
by notice to the Borrower and the Collateral Agent,


 


(i)       any
Subsidiary that would require any consent, approval, license or authorization from any Governmental Authority to provide a guarantee
unless such consent, approval, license or authorization has been received, or is received after commercially reasonable efforts
by such Subsidiary to obtain the same, which efforts may be requested by the Administrative Agent,


 


(j)       any
Subsidiary that does not have the legal capacity to provide a guarantee of the Obligations (provided that the lack of such
legal capacity does not arise from any action or omission of the Borrower or any other Credit Party), and


 


(k)       any
Special Purpose Subsidiary.


 


“Excluded
Swap Obligation” shall mean, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all
or a portion of the guarantee of such Guarantor pursuant to the Guarantee of, or the grant by such Guarantor of a security interest
to secure, such Swap Obligation (or any guarantee pursuant to the Guarantee thereof) is or becomes illegal or unlawful under the
Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official
interpretation of any thereof) (i) by virtue of such Guarantor’s failure to constitute an “eligible contract participant,”
as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving pro forma effect to any applicable
keep well, support, or other agreement for the benefit of such Guarantor and any and all applicable guarantees of such Guarantor’s
Swap Obligations by other Credit Parties), at the time the guarantee of (or grant of such security interest by, as applicable)
such Guarantor becomes or would become effective with respect to such Swap Obligation or (ii) in the case of a Swap Obligation
that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a
 “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or
grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap
Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified
in any agreement between the relevant Credit Parties and Hedge Bank applicable to such Swap Obligations. If a Swap Obligation
arises under a Master Agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation
that is attributable to the Swap for which such guarantee or security interest is or becomes excluded in accordance with the first
sentence of this definition.


 


“Excluded Taxes”
shall have the meaning provided in Section 5.4(a).


 


“Existing
Class” shall mean Existing Term Loan Classes and each Class of Existing Revolving Credit Commitments.


 






    -37-


     


    

 


“Existing
Credit Agreement” shall mean that certain Credit Agreement, dated as of March 31, 2014 (as amended supplemented or otherwise
modified from time to time prior to the Closing Date), by and among MPH LLC, as borrower, Existing Holdings, as holdings, the
lenders referred to therein, Barclays Bank PLC, as administrative agent and as collateral agent, and the other parties thereto.


 


“Existing
Debt Refinancing” shall mean (a) the repayment in full of all principal, accrued and unpaid interest, fees, premium,
if any, and other amounts outstanding under the Existing Credit Agreement, other than (i) contingent obligations not then due
and payable and that by their terms survive the termination of the Existing Credit Agreements and (ii) the Existing Letters of
Credit, the termination of all commitments to extend credit thereunder and the termination and/or release of any security interests
and guarantees in connection therewith and (b) either the (i) redemption of the Existing Notes no later than 30 days after the
Closing Date (with an irrevocable notice of redemption delivered (and deposit of cash in amount sufficient to redeem the Existing
Notes in full being made on the Closing Date), (ii) irrevocable satisfaction and discharge of the Existing Notes in accordance
with the terms of the Existing Indenture or (iii) tender offer and consent solicitation with respect to the Existing Notes the
initial settlement of which shall close on the Closing Date and which, as a result of such tender offer and consent solicitation
and/or any satisfaction and discharge in accordance with the terms of the Existing Indenture, the conflicts in the Existing Indenture
are eliminated (and if any stub Existing Notes remain outstanding after such tender offer and consent solicitation, the redemption
or satisfaction and discharge of such Existing Notes by MPH LLC in the manner described in either clause (a) or (b) above (with
an irrevocable notice of redemption being delivered on the Closing Date).


 


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


 


“Existing
Indenture” shall mean that certain Indenture, dated as of March 31, 2014 (as amended, supplemented or otherwise modified
from time to time prior to the Closing Date), among MPH LLC, the guarantors named therein and Wilmington Trust, National Association,
as trustee.


 


“Existing Letters of
Credit” shall mean all the letters of credit listed on Schedule 1.1(b).


 


“Existing
Notes” shall mean MPH LLC’s 6.625% Senior Notes due 2022 issued under the Existing Indenture.


 


“Existing Revolving
Credit Class” shall have the meaning provided in Section 2.15(a)(ii).


 


“Existing Revolving
Credit Commitments” shall have the meaning provided in Section 2.15(a)(ii).


 


“Existing Revolving
Credit Loans” shall have the meaning provided in Section 2.15(a)(ii).


 


“Existing Term Loan
Class” shall have the meaning provided in Section 2.15(a)(i).


 


“Expected Cure Amount”
shall have the meaning provided in Section 11.11(b).


 


“Extended
Loans/Commitments” shall mean Extended Term Loans, Extended Revolving Credit Loans and/or Extended Revolving Credit
Commitments.


 


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


 


“Extended Revolving
Credit Commitments” shall have the meaning provided in Section 2.15(a)(ii).


 


“Extended
Revolving Credit Facility” shall mean each Class of Extended Revolving Credit Commitments established pursuant to Section
2.15(a)(ii).


 


“Extended Revolving
Credit Loans” shall have the meaning provided in Section 2.15(a)(ii).


 






    -38-


     


    

 


“Extended Term Loan
Facility” shall mean each Class of Extended Term Loans made pursuant to Section 2.15.


 


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


 


“Extended Term Loans”
shall have the meaning provided in Section 2.15(a)(i).


 


“Extending Lender”
shall have the meaning provided in Section 2.15(b).


 


“Extension Agreement”
shall have the meaning provided in Section 2.15(c).


 


“Extension Date”
shall have the meaning provided in Section 2.15(d).


 


“Extension Election”
shall have the meaning provided in Section 2.15(b).


 


“Extension Request”
shall mean Term Loan Extension Requests and Revolving Credit Extension Requests.


 


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


 


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


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code, as of the Closing Date (and 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 Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices
pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or
any law implementing such an intergovernmental agreement).


 


“FCPA” shall
have the meaning provided in Section 8.19(a).


 


“Federal
Funds Effective Rate” shall mean, for any day, the rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) of the quotations for the day of such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it; provided that, if the Federal Funds Effective
Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Fee Letter”
shall mean the Amended and Restated Fee and Closing Payment Letter, dated as of May 13, 2016, among Barclays Bank PLC, Goldman
Sachs Lending Partners LLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets
Inc., UBS AG, Stamford Branch, UBS Securities LLC, Broad Street Loan Partners 2013 Onshore, L.P., Broad Street Loan Partners 2013,
L.P., Broad Street Loan Partners 2013 Europe, L.P., Broad Street Senior Credit Partners, L.P., Broad Street Senior Credit Partners
Offshore, L.P., Broad Street Credit Investments LLC, Broad Street London Partners #1, L.P., Broad Street London Partners #2, L.P.,
Streamview Investment Pte Ltd and Polaris Parent.


 


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


 






    -39-


     


    

 


“Financial Performance
Covenant” shall mean the covenant of the Borrower set forth in Section 10.10.


 


“Financial Performance
Covenant Event of Default” shall have the meaning provided in Section 11.3.


 


“Financing
Lease Obligation” shall mean, as applied to any Person, an obligation that is required to be accounted for as a financing
or capital lease (and, for the avoidance of doubt, not a straight-line or operating lease) on both the balance sheet and income
statement for financial reporting purposes in accordance with GAAP. At the time any determination thereof is to be made, the amount
of the liability in respect of a financing or capital lease would be the amount required to be reflected as a liability on such
balance sheet (excluding the footnotes thereto) in accordance with GAAP.


 


“First Lien
Obligations” shall mean the Obligations, any Permitted Additional Debt Obligations (other than any Permitted Additional
Debt Obligations that are unsecured or are secured by a Lien ranking junior to the Liens securing the Obligations (but without
regard to control of remedies)) and any Permitted Equal Priority Refinancing Debt, collectively.


 


“Flood Hazard Property”
shall have the meaning provided in Section 9.14(c)(i).


 


“Flood Insurance
Laws” shall mean, collectively, (a) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National
Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute
thereto, (b) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (c) the
Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.


 


“Foreign
Plan” shall mean any pension plan maintained or contributed to by Holdings, the Borrower or any Restricted Subsidiary
with respect to its respective employees employed outside the United States.


 


“Foreign Restricted
Subsidiary” shall mean any Restricted Subsidiary that is not a Domestic Subsidiary.


 


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


 


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


 


“FSHCO”
shall mean any direct or indirect Domestic Subsidiary that has no material assets other than Capital Stock (including any debt
instrument treated as equity for U.S. federal income tax purposes) or Indebtedness of one or more direct or indirect Foreign Subsidiaries
that are CFCs.


 


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


 


“GAAP”
shall mean generally accepted accounting principles in the United States of America, as in effect from time to time, subject to
Section 1.3(a). Notwithstanding the foregoing, at any time after adoption of IFRS by the Borrower for its financial statements
and reports for all financial reporting purposes, the Borrower may elect to apply IFRS for all purposes of this Agreement and
the other Credit Documents, in lieu of United States GAAP, and, upon any such election, references herein or in any other Loan
Document to GAAP shall be construed to mean IFRS as in effect from time to time; provided that (a) any such election once
made shall be irrevocable (and shall only be made once), (b) all financial statements and reports required to be provided after
such election pursuant to this Agreement shall be prepared on the basis of IFRS and (c) from and after such election, all ratios,
computations and other determinations (i) based on GAAP contained in this Agreement shall be computed in conformity with IFRS
and (ii) in this Agreement that require the application of GAAP for periods that include fiscal quarters ended prior to the Borrower’s
election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP; provided, further,
that in the event of any such election by the Borrower, any financial ratio calculations or thresholds (including the Financial
Maintenance Covenant) in this Agreement may be recalibrated to reflect the election to implement IFRS so long as (1) such recalibration
is limited to changes in the calculation of such thresholds or covenant levels due to the effect of differences between GAAP and
IFRS, (2) the recalibrated ratios and calculations shall be mutually agreed between the Administrative Agent and the Borrower,
unless the Required Lenders have given notice of their objection to such recalibration within five Business Days of receiving
notice thereof, and (3) any such recalibration shall be done in a manner such that after giving effect to such recalibration,
the recalibrated thresholds and covenant levels shall be consistent with the intention of the respective thresholds and covenant
levels calculated under GAAP prior to such election. The Borrower shall give notice of any election to the Administrative Agent
with 10 Business Days of such election. For the avoidance of doubt, solely making an election (without any other action) referred
to in this definition will not be treated as an incurrence of Indebtedness.


 






    -40-


     


    

 


“Governmental
Authority” shall mean the government of the United States, any foreign country or any multinational authority, or any
state, province, territory, municipality or other political subdivision thereof, and any entity, body or authority exercising
executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, including the
PBGC and other quasi-governmental entities established to perform such functions.


 


“Guarantee”
shall mean the Guarantee, dated as of the Closing Date, made by each Guarantor in favor of the Collateral Agent for the benefit
of the Secured Parties, substantially in the form of Exhibit A.


 


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


 


“Guarantors”
shall mean (a) Holdings, (b) each Domestic Subsidiary of the Borrower that is Restricted Subsidiary (other than an Excluded Subsidiary
that is not party to the Guarantee on the Closing Date) on the Closing Date, (c) the Borrower (other than with respect to its
own Obligations) and (d) each Subsidiary of the Borrower that becomes a party to the Guarantee after the Closing Date pursuant
to Section 9.10.


 


“Hazardous
Materials” shall mean (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde
foam insulation, transformers or other equipment that contains dielectric fluid containing regulated levels of polychlorinated
biphenyls, asbestos, asbestos-containing materials, mold and radon gas; (b) any chemicals, materials or substances defined as
or included in the definition of “hazardous substances,” “hazardous waste,” “waste,” “hazardous
materials,” “extremely hazardous waste,” “restricted hazardous waste,” “subject waste,”
 “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words
of similar import, under any Applicable Law pertaining to pollution or the protection of the Environment; and (c) any other chemical,
material or substance, which is prohibited, limited or regulated by any Applicable Law pertaining to pollution or the protection
of the Environment.


 


“Hedge Bank”
shall mean any Person that is a counterparty to a Hedging Agreement with a Credit Party or one of its Restricted Subsidiaries,
in its capacity as such, and that either (i) is a Lender, an Agent, a Lead Arranger, a Joint Bookrunner or an Affiliate of a Lender,
an Agent, a Lead Arranger or a Joint Bookrunner at the time it enters into such Hedging Agreement or (ii) becomes a Lender, an
Agent or an Affiliate of a Lender or an Agent after it has entered into such Hedging Agreement; provided that no such Person
(except an Agent) shall be considered a Hedge Bank until such time as it shall have delivered written notice to the Collateral
Agent that such a transaction has been entered into and that such Person constitutes a Hedge Bank entitled to the benefits of
the Security Documents. For purposes of the preceding sentence, a Person may deliver one notice confirming that it constitutes
a “Hedge Bank” with respect to all Hedging Agreements entered into pursuant to a specified Master Agreement. For the
avoidance of doubt, each Agent shall constitute a Hedge Bank to the extent it has entered into a Hedging Agreement.


 






    -41-


     


    

 


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


 


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


 


“Historical
Financial Statements” shall mean (a) audited consolidated balance sheets of MPH LLC (or the predecessor thereto) and
its consolidated subsidiaries as at the end of, and related audited consolidated statements of income and cash flows of MPH LLC
(or the predecessor thereto) and its consolidated subsidiaries for, the fiscal years ended December 31, 2013, December 31, 2014
and December 31, 2015 and (b) an unaudited consolidated condensed balance sheet of MPH LLC and its consolidated subsidiaries as
at the end of, and related unaudited consolidated condensed statements of income and cash flows of MPH LLC and its subsidiaries
for the fiscal quarter ended March 31, 2016.


 


“Holdings”
shall mean (i) initially, Polaris Intermediate, and after giving effect to the Internal Restructuring, the Surviving Company or
(ii) at the election of the Borrower, any other Person or Persons (the “New Holdings”) that is a Subsidiary
of (or are Subsidiaries of) Holdings or of any Parent Entity of Holdings (or the previous New Holdings, as the case may be) but
not the Borrower (the “Previous Holdings”); provided that (a) such New Holdings directly owns 100% of
the Capital Stock of the Borrower, (b) the New Holdings shall expressly assume all the obligations of the Previous Holdings under
this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory
to the Administrative Agent, (c) the New Holdings shall have delivered to the Administrative Agent a certificate of an Authorized
Officer stating that such substitution and any supplements to the Credit Documents preserve the enforceability of the Guarantee
and the perfection and priority of the Liens under the Security Documents, (d) if reasonably requested by the Administrative Agent,
an opinion of counsel in form and substance reasonably satisfactory to the Administrative Agent shall be delivered by the Borrower
to the Administrative Agent to the effect that, without limitation, such substitution does not breach or result in a default under
this Agreement or any other Credit Document, (e) all Capital Stock of the Borrower and substantially all of the other assets of
the Previous Holdings are contributed or otherwise transferred to such New Holdings and pledged to secure the Obligations and
(f) no Event of Default has occurred and is continuing at the time of such substitution and such substitution does not result
in any Event of Default or material tax liability; provided, further, that if each of the foregoing is satisfied,
the Previous Holdings shall be automatically released from all its obligations under the Credit Documents and any reference to
 “Holdings” in the Credit Documents shall be meant to refer to the “New Holdings.”


 


“Immaterial
Subsidiary” shall mean, at any date of determination, any Restricted Subsidiary of the Borrower (a) whose total assets
(when combined with the assets of such Restricted Subsidiary’s Subsidiaries, after eliminating intercompany obligations)
at the last day of the Test Period most recently ended on or prior to such determination date were an amount equal to or less
than 5% of the Consolidated Total Assets of the Borrower and its Restricted Subsidiaries at such date and (b) whose gross revenues
(when combined with the revenues of such Restricted Subsidiary’s Subsidiaries, after eliminating intercompany obligations)
for such Test Period were an amount equal to or less than 5% of the consolidated gross revenues of the Borrower and its Restricted
Subsidiaries for such Test Period, in each case determined in accordance with GAAP.


 






    -42-


     


    

 


“Immediate
Family Members” shall mean with respect to any individual, such individual’s estate, heirs, legatees, distributees,
child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic
partner, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including
adoptive relationships), any person sharing an individual’s household (other than an unrelated tenant or employee) and any
trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals
or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any
such individual is the donor.


 


“Incremental Agreement”
shall have the meaning provided in Section 2.14(e).


 


“Incremental
Base Amount” shall mean, as of any date of determination, (a) (x) the greater of $325,000,000 and (y) 50.0% of Consolidated
EBITDA of the Borrower for the Test Period most recently ended on or prior to such date of determination (measured as of such
date) based upon the Section 9.1 Financials most recently delivered on or prior to such date (provided that in no event
shall such amount derived under this clause (y) exceed $655,000,000) plus (b) the aggregate principal amount of (i) Term
Loans voluntarily prepaid prior to such date pursuant to Section 5.1, and (ii) all permanent reductions of Revolving Credit Commitments,
Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments pursuant to Section 4.2 effected prior
to such date (for the avoidance of doubt, excluding any such commitment reductions required by the proviso to Section 2.14(b)
or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred to Refinance any Revolving Credit
Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit Commitments), in each case,
except to the extent financed by the Incurrence of long-term Indebtedness (including, for the avoidance of doubt, any such Indebtedness
Incurred under a revolving credit facility, Incurred as Permitted Additional Debt or otherwise Incurred under Section 2.14), or
the issuance of Capital Stock by, or the making of capital contributions to, the Borrower or any of the Restricted Subsidiaries
or using the proceeds of any Disposition outside the ordinary course of business.


 


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


 


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


 


“Incremental Facility
Closing Date” shall have the meaning provided in Section 2.14(e).


 


“Incremental Limit”
shall have the meaning provided in Section 2.14(b).


 


“Incremental Ratio
Debt Amount” shall have the meaning provided in Section 2.14(b) and Section 10.1(u).


 


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


 


“Incremental
Revolving Credit Commitment Increase Lender” shall have the meaning provided in Section 2.14(f)(ii).


 


“Incremental
Term Loan Commitment” shall mean the Commitment of any Lender to make Incremental Term Loans of a particular Class pursuant
to Section 2.14(a).


 


“Incremental
Term Loan Facility” shall mean each Class of Incremental Term Loans made pursuant to Section 2.14.


 


“Incremental
Term Loan Maturity Date” shall mean, with respect to any Class of Incremental Term Loans made pursuant to Section 2.14,
the final maturity date thereof.


 






    -43-


     


    

 


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


 


“Incur”
shall mean create, issue, assume, guarantee, incur or otherwise become directly or indirectly liable for any Indebtedness; provided,
however, that any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by
merger, consolidation, acquisition or otherwise) shall be deemed to be incurred by such Person at the time it becomes a Restricted
Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining
compliance with Section 10.1:


 


(a)       amortization
of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security;


 


(b)       the
payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly
scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; and


 


(c)       the
obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of prepayment, redemption,
repurchase, defeasance, acquisition or similar payment or making of a mandatory offer to prepay, redeem, repurchase, defease,
acquire, or similarly pay such Indebtedness;


 


will not be deemed to be the Incurrence
of Indebtedness.


 


“Indebtedness”
shall mean, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:


 


(a)       all
indebtedness of such Person for borrowed money and all indebtedness of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments;


 


(b)       the
maximum amount (after giving pro forma effect to any prior drawings or reductions which have been reimbursed) of all letters of
credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar
instruments issued or created by or for the account of such Person;


 


(c)       net
Hedging Obligations of such Person;


 


(d)       all
obligations of such Person to pay the deferred purchase price of property or services (other than (i) current trade or other ordinary
course payables or liabilities or accrued expenses (but not any refinancings, extensions, renewals, or replacements thereof) Incurred
in the ordinary course of business and maturing within 365 days after the Incurrence thereof except if such trade or other ordinary
course payables or liabilities or accrued expenses bear interest, (ii) any earn-out or similar obligation, unless such obligation
has not been paid within 30 days after becoming due and payable and becomes a liability on the balance sheet of such Person in
accordance with GAAP and (iii) obligations resulting from take-or-pay contracts entered into in the ordinary course of business);


 


(e)       indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development
bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;


 


(f)       all
Financing Lease Obligations;


 


(g)       all
obligations of such Person in respect of Disqualified Capital Stock; and


 


(h)       all
Guarantee Obligations of such Person in respect of any of the foregoing;


 






    -44-


     


    




 





provided that Indebtedness shall
not include (i) prepaid or deferred revenue arising in the ordinary course of business, (ii) purchase price holdbacks arising
in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warrants or other unperformed
obligations of the seller of such asset, (iii) amounts owed to dissenting equityholders in connection with, or as a result of,
their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with
respect thereto (including any accrued interest), with respect to the Transactions, (iv) liabilities associated with customer
prepayments and deposits and other accrued obligations (including transfer pricing), in each case incurred in the ordinary course
of business, (v) Non-Financing Lease Obligations or other obligations under or in respect of straight-line leases, operating leases
or Sale Leasebacks (except resulting in Financing Lease Obligations), (vi) customary obligations under employment agreements and
deferred compensation arrangements, (vii) contingent post-closing purchase price adjustments, non-compete or consulting obligations
or earn-outs to which the seller in an Acquisition or Investment may become entitled and (viii) Indebtedness of any Parent Entity
appearing on the balance sheet of the Borrower or any Restricted Subsidiary solely by reason of “pushdown” accounting
under GAAP.


 


For all purposes hereof,
the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or Joint Venture (other than a Joint Venture
that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except
to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness
would be included in the calculation of Consolidated Total Debt of such Person and (B) in the case of Holdings, the Borrower and
their Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or
extensions of terms) and made in the ordinary course of business. The amount of any net Hedging Obligations on any date shall
be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause
(e) above shall, unless such Indebtedness has been assumed by such Person, be deemed to be equal to the lesser of (i) the aggregate
unpaid amount of such Indebtedness and (ii) the Fair Market Value of the property encumbered thereby as determined by such Person
in good faith.


 


“Indemnified Parties”
shall have the meaning provided in Section 13.5(a)(iii).


 


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


 


“Initial
Financial Statement Delivery Date” shall mean the date on which Section 9.1 Financials are delivered to the Administrative
Agent under Section 9.1 for the first full fiscal quarterly or annual period of the Borrower completed after the Closing Date.


 


“Initial
Revolving Borrowing Amount” shall mean one or more Borrowings of Revolving Credit Loans on the Closing Date in an amount
not to exceed the aggregate amounts specified or referred to in the definition of the term “Permitted Initial Revolving
Credit Borrowing Purposes”; provided that, without limitation, Letters of Credit may be issued on the Closing Date
to, among other things, backstop or replace letters of credit outstanding immediately prior to the Closing Date under the Existing
Credit Facility.


 


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


 


“Initial
Term Loan Commitment” shall mean (a) in the case of each Lender that is a Lender on the Closing Date, the amount set
forth opposite such Lender’s name on Schedule 1.1(a) as such Lender’s “Initial Term Loan Commitment” and
(b) in the case of any Lender that becomes a Lender after the Closing Date, the amount specified as such Lender’s “Initial
Term Loan Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Total Initial
Term Loan Commitment, in each case as the same may be changed from time to time pursuant to the terms hereof. The aggregate amount
of the Initial Term Loan Commitments as of the Closing Date is $3,470,000,000.


 


“Initial Term Loan
Facility” shall have the meaning provided in the recitals to this Agreement.


 






    -45-


     


    

 


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


 


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


 


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


 


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


 


“Intellectual Property”
shall have the meaning provided for such term in the Security Agreement.


 


“Intercompany
Note” shall mean the Intercompany Subordinated Note, dated as of the Closing Date, substantially in the form of Exhibit
M hereto, executed by Holdings, the Borrower and each other Restricted Subsidiary of the Borrower party thereto.


 


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


 


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


 


“Interpolated
Rate” shall mean, in relation to LIBOR, the rate which results from interpolating on a linear basis between:


 


(a)       the
applicable LIBOR for the longest period (for which LIBOR is available) which is less than the Interest Period of that Loan; and


 


(b)       the
applicable LIBOR for the shortest period (for which LIBOR 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.


 


“Investment”
shall mean, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of Capital Stock or Indebtedness or other securities of another Person, (b) a loan, advance or capital contribution
to, Guarantee Obligation with respect to any obligation of, or purchase or other acquisition of any other Indebtedness or equity
participation or interest in, another Person, including any partnership or Joint Venture interest in such other Person, excluding,
in the case of the Borrower and its Restricted Subsidiaries, intercompany loans, advances or Indebtedness having a term not exceeding
364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business or (c) the purchase or
other acquisition (in one transaction or a series of transactions) of the property and assets or business of another Person or
assets constituting a business unit, line of business or division of such Person. The amount, as of any date of determination,
of (i) any Investment in the form of a loan or an advance shall be the principal amount thereof outstanding on such date, minus
any payments in cash or Cash Equivalents actually received by such investor representing interest in respect of such Investment,
but without any adjustment for write-downs or write-offs (including as a result of forgiveness of any portion thereof) with respect
to such loan or advance after the date thereof, (ii) any Investment in the form of a guarantee shall be equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in respect of which such guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof, as determined in good faith by an Authorized
Officer of the Borrower, (iii) any Investment in the form of a transfer of Capital Stock or other non-cash property or services
by the investor to the investee, including any such transfer in the form of a capital contribution, shall be the Fair Market Value
of such Capital Stock or other property or services as of the time of the transfer, minus any payments actually received
by such investor representing a Return in respect of such Investment, but without any other adjustment for increases or decreases
in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the date of such Investment, and (iv)
any Investment (other than any Investment referred to in clause (i), (ii) or (iii) above) by the specified Person in the form
of a purchase or other acquisition for value of any Capital Stock, evidences of Indebtedness or other securities of any other
Person shall be the original cost of such Investment, except that the amount of any Investment in the form of an Acquisition shall
be the Acquisition Consideration, minus (i) the amount of any portion of such Investment that has been repaid to the investor
as a Return in respect of such Investment (without duplication of amounts increasing the Available Amount or the Available Equity
Amount), but without any other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs with
respect to, such Investment after the date of such Investment. For purposes of Section 10.5, if an Investment involves the acquisition
of more than one Person, the amount of such Investment shall be allocated among the acquired Persons in accordance with GAAP;
provided that pending the final determination of the amounts to be so allocated in accordance with GAAP, such allocation
shall be as reasonably determined by an Authorized Officer of the Borrower. For the avoidance of doubt, if the Borrower or any
Restricted Subsidiary issues, sells or otherwise Disposes of any Capital Stock of a Person that is a Restricted Subsidiary such
that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Borrower or any Restricted
Subsidiary in such Person remaining after giving effect thereto shall not be deemed to be a new Investment at such time.


 






    -46-


     


    

 


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


 


“Investment
Grade Securities” shall mean, (a) securities issued or directly and fully guaranteed or insured by the U.S. government
or any agency or instrumentality thereof (other than Cash Equivalents), (b) securities or debt instruments with an Investment
Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Borrower and its Subsidiaries,
(c) investments in any fund that invests at least a 95% of its assets in investments of the type described in clauses (a) and
(b) above, which fund may also hold immaterial amounts of cash pending investment or distribution and (d) corresponding instruments
in countries other than the United States customarily utilized for high-quality investments.


 


“Investors”
shall mean, collectively, Hellman & Friedman LLC, GIC Special Investments Pte. Ltd., Leonard Green & Partners, LP, C.V.
Starr & Co., Inc., Partners Group (USA) Inc. and Cohen Private Ventures, LLC (and each of their respective successors) and
each of their respective Affiliates and any funds, partnerships or other co-investment vehicles managed, advised or controlled
by the foregoing or their respective Affiliates, but not including, however, any portfolio companies of any of the foregoing.


 


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


 


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


 


“Joinder
Agreement” shall mean a joinder agreement to this Agreement substantially in the form of Exhibit E or such other form
as shall be reasonably acceptable to the Borrower and the Administrative Agent, pursuant to which a Person shall become Co-Obligor
under this Agreement


 


“Joint Bookrunners”
shall mean Barclays Bank PLC, Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup
Global Markets Inc. and UBS Securities LLC each in its capacity as joint bookrunner.


 


“Joint Venture”
shall mean a joint venture, partnership or similar arrangement, whether in corporate, partnership or other legal form.


 


“Junior Debt”
shall mean any Subordinated Indebtedness of any Credit Party.


 






    -47-


     


    

 


“Junior Priority
Intercreditor Agreement” shall mean the Junior Priority Intercreditor Agreement substantially in the form of Exhibit
H-2, among (x) the Collateral Agent and (y) one or more representatives of the holders of Permitted Additional Debt and/or Permitted
Junior Priority Refinancing Debt, with any immaterial changes and material changes thereto in light of the prevailing market conditions,
which material changes shall be posted to the Lenders not less than five Business Days before execution thereof and, if the Required
Lenders shall not have objected to such changes within five Business Days after posting, then the Required Lenders shall be deemed
to have agreed that the Administrative Agent’s and/or Collateral Agent’s entry into such intercreditor agreement (with
such changes) is reasonable and to have consented to such intercreditor agreement (with such changes) and to the Administrative
Agent’s and/or Collateral Agent’s execution thereof.


 


“Latest Maturity
Date” shall mean, with respect to the Incurrence of any Indebtedness or the issuance of any Capital Stock, the latest
Maturity Date applicable to any Credit Facility that is outstanding hereunder as determined on the date such Indebtedness is Incurred
or such Capital Stock is issued.


 


“LCA Election”
shall have the meaning provided in Section 1.11.


 


“LCA Test Date”
shall have the meaning provided in Section 1.11.


 


“Lead Arrangers”
shall mean Barclays Bank PLC, Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any
other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America
Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may
be transferred following the date of this Agreement), Citigroup Global Markets Inc., and UBS Securities LLC, each in its capacity
as lead arranger.


 


“Lender”
shall mean (a) the Persons listed on Schedule 1.1(a), (b) any other Person that shall become a party hereto as a “lender”
pursuant to Section 13.6 and (c) each Person that becomes a party hereto as a “lender” pursuant to the terms of Section
2.14, in each case other than a Person who ceases to hold any outstanding Loans, Letter of Credit Exposure, Swingline Exposure
or any Commitment.


 


“Lender Default”
shall mean (a) the refusal (in writing) or failure of any Revolving Credit Lender (which term, for purposes of this definition,
shall also include any Lender under an Additional/Replacement Revolving Credit Facility) to make available its portion of any
Incurrence of Revolving Credit Loans or participations in Letters of Credit or Swingline Loans, which refusal or failure is not
cured within one Business Day after the date of such refusal or failure, (b) the failure of any Revolving Credit Lender to pay
over to the Administrative Agent, any Letter of Credit Issuer, any Swingline Lender or any other Lender any other amount required
to be paid by it hereunder within one Business Day of the date when due, (c) the notification by a Revolving Credit Lender to
the Borrower, the Collateral Agent or the Administrative Agent that it does not intend or expect to comply with any of its funding
obligations or has made a public statement to that effect with respect to its funding obligations under this Agreement, (d) the
failure by a Revolving Credit Lender to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply
with its obligations under this Agreement (e) the admission of a Distressed Person in writing that it is insolvent or such Distressed
Person becomes subject to a Lender-Related Distress Event or (f) any Lender has become the subject of a Bail-In Action.


 


“Lender-Related
Distress Event” shall mean, with respect to any Revolving Credit Lender (which term, for purposes of this definition,
shall also include any Lender under an Additional/Replacement Revolving Credit Facility), that such Revolving Credit Lender or
any person that directly or indirectly controls such Revolving Credit Lender (each, a “Distressed Person”),
as the case may be, is or becomes subject to 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 winding up, or such Distressed Person makes a general assignment for the
benefit of creditors or is otherwise adjudicated as, or determined by any governmental authority having regulatory authority over
such Distressed Person or its assets to be, insolvent or bankrupt or no longer viable, or if any governmental authority having
regulatory authority over such Distressed Person has taken control of such Distressed Person or has taken steps to do so; 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 Revolving Credit Lender or any person that directly or indirectly controls such Revolving Credit
Lender by a governmental authority or an instrumentality thereof; provided, further, that such ownership interest
does not result in or provide such person with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such person (or such governmental authority or instrumentality) to
reject, repudiate, disavow or disaffirm any contract or agreements made by such person or its parent entity.


 






    -48-


     


    

 


“Letter of Credit”
shall have the meaning provided in Section 3.1(a).


 


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


 


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


 


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


 


“Letter of
Credit Issuer” shall mean (a) Barclays Bank PLC and (b) any one or more Persons who shall become a Letter of Credit
Issuer pursuant to Section 3.6. Any Letter of Credit Issuer may, in its discretion, arrange for one or more Letters of Credit
to be issued by Affiliates of the Letter of Credit Issuer, and in each such case the term “Letter of Credit Issuer”
shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. In the event that there is more than
one Letter of Credit Issuer at any time, references herein and in the other Credit Documents to the Letter of Credit Issuer shall
be deemed to refer to the Letter of Credit Issuer in respect of the applicable Letter of Credit or to all Letter of Credit Issuers,
as the context requires.


 


“Letter of
Credit Maturity Date” shall mean the date that is five Business Days prior to the Revolving Credit Maturity Date.


 


“Letter of
Credit Obligations” shall mean, as at any date of determination, the aggregate amount available to be drawn under all
outstanding Letters of Credit plus the aggregate of all Unpaid Drawings, including all Letter of Credit Borrowings. For
all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms, but any amount may
still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.


 


“Letter of Credit Participant”
shall have the meaning provided in Section 3.3(a).


 


“Letter of Credit Participation”
shall have the meaning provided in Section 3.3(a).


 


“Letter of
Credit Request” shall mean an application and agreement for the issuance or amendment of a Letter of Credit in the form
from time to time in use by a Letter of Credit Issuer.


 


“Letter of
Credit Sub-Commitment” shall mean $25,000,000, as the same may be reduced from time to time pursuant to Section 4.2(b).


 


“Lien”
shall mean any mortgage, pledge, deed of trust, security interest, hypothecation, assignment, lien (statutory or other) or similar
encumbrance and any easement, right-of-way, license, restriction (including zoning restrictions), defect, exception or irregularity
in title or similar charge or encumbrance (including any agreement to give any of the foregoing, any conditional sale or other
title retention agreement or any lease in the nature thereof); provided that in no event shall a Non-Financing Lease Obligation
be deemed to be a Lien.


 


“Limited
Condition Acquisition” shall mean any Acquisition by the Borrower and/or one or more of its Restricted Subsidiaries
permitted by this Agreement whose consummation is not conditioned on the availability of, or on obtaining, third party financing.


 






    -49-


     


    





 


“Loan”
shall mean any Revolving Credit Loan, Additional/Replacement Revolving Credit Loan, Extended Revolving Credit Loan, Swingline
Loan (including any swingline loan pursuant to any Extended Revolving Credit Commitments or any Additional/Replacement Revolving
Credit Commitments) or Term Loan made by any Lender hereunder.


 


“Losses”
shall have the meaning provided in Section 13.5(a)(iii).


 


“Mandatory Borrowing”
shall have the meaning provided in Section 2.1(d)(ii).


 


“Market Capitalization”
shall mean an amount equal to (a) the total number of issued and outstanding shares of common Capital Stock of the Borrower, Holdings
or any Parent Entity on the date of the declaration of a Restricted Payment permitted pursuant to Section 10.6(z) multiplied by
(b) the arithmetic mean of the closing prices per share of such common Capital Stock on the principal securities exchange on which
such common Capital Stock are traded for the 30 consecutive trading days immediately preceding the date of declaration of such
Restricted Payment.


 


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


 


“Material
Adverse Effect” shall mean, except as provided in Section 6.12, a circumstance or condition that would materially and
adversely affect (a) the business, financial condition or results of operations of the Borrower and its Restricted Subsidiaries,
taken as a whole, (b) the ability of the Credit Parties (taken as a whole) to perform their payment obligations under the Credit
Documents or (c) the rights and remedies of the Administrative Agent, the Collateral Agent and the Lenders under the Credit Documents.


 


“Material
Real Property” shall mean any parcel or parcels of Real Property owned in fee by any Credit Party, now or hereafter,
having a Fair Market Value (on a per property basis) of at least $10,000,000. For the purpose of determining the relevant value
under this Agreement with respect to the preceding clause, such value shall be determined as of (x) the Closing Date for Real
Property now owned, (y) the date of acquisition for Real Property acquired after the Closing Date or (z) the date on which the
entity owning such Real Property becomes a Credit Party after the Closing Date, in each case as determined in good faith by the
Borrower.


 


“Maturity
Date” shall mean, as to the applicable Loan or Commitment, the Initial Term Loan Maturity Date, any Incremental Term
Loan Maturity Date, the Revolving Credit Maturity Date, any maturity date related to any Class of Additional/Replacement Revolving
Credit Commitments or any maturity date related to any Class of Extended Term Loans or any Class of Extended Revolving Credit
Commitments, as applicable.


 


“Maximum Tender Condition”
shall have the meaning provided in Section 2.17(d).


 


“Merger Agreement”
shall mean the Agreement and Plan of Merger, dated as of May 5, 2016, by and among Polaris Parent, Merger Sub, the Target and
the Seller.


 


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


 


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


 


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


 


“MFN Exceptions”
shall have the meaning provided in Section 2.14(c).


 


“MFN Protection”
shall have the meaning provided in Section 2.14(c).


 


“Minimum
Borrowing Amount” shall mean (a) with respect to a Borrowing of Term Loans, $5,000,000 (or such lesser amount as may
be agreed by the Administrative Agent or as may be required in order to accommodate Borrowings described under Section 2.14(b))
and (b) with respect to a Borrowing of Revolving Credit Loans, $1,000,000 and (c) with respect to a Borrowing of Swingline Loans,
$100,000.


 






    -50-


     


    

 


“Minimum Tender Condition”
shall have the meaning provided in Section 2.17(d).


 


“Minority
Investment” shall mean any Person (other than a Subsidiary) in which the Borrower or any Restricted Subsidiary owns
Capital Stock.


 


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


 


“Mortgage”
shall mean a mortgage or a deed of trust, deed to secure debt, trust deed or other security document entered into by the owner
of a Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties creating a Lien on such Mortgaged
Property, substantially in such form as may be reasonably agreed between the Borrower and the Collateral Agent.


 


“Mortgaged
Property” shall mean (a) the Real Property identified on Schedule 1.1(c) and (b) all Real Property owned in fee with
respect to which a Mortgage is required to be granted pursuant to Section 9.14(b).


 


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


 


“MPH2” shall
have the meaning provided in the recitals to this Agreement.


 


“MPH2 Merger”
shall have the meaning provided in the recitals to this Agreement.


 


“Multiemployer
Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which Holdings, the Borrower, a Restricted
Subsidiary or an ERISA Affiliate contributes, has an obligation to contribute or had an obligation to contribute over the five
preceding calendar years.


 


“Necessary Cure Amount”
shall have the meaning provided in Section 11.11(b).


 


“Net Cash
Proceeds” shall mean, with respect to any Prepayment Event, Incurrence of Indebtedness, any issuance of Capital Stock
or any capital contribution or any Disposition of any Investment (including any Designated Non-Cash Consideration), (a) the gross
cash proceeds (including payments from time to time in respect of installment or earn-out obligations, if applicable, but only
as and when received and, with respect to any Recovery Event, any insurance proceeds, eminent domain awards or condemnation awards
in respect of such Recovery Event) received by or on behalf of the Borrower or any of the Restricted Subsidiaries in respect of
such Prepayment Event, issuance of Capital Stock, receipt of a capital contribution or Disposition of any Investment, less (b)
the sum of:


 


(i)       in
the case of any Prepayment Event or such Disposition, the amount, if any, of all taxes paid or estimated to be payable by any
Parent Entity, the Borrower or any of the Restricted Subsidiaries in connection with such Prepayment Event or such Disposition
(including withholding taxes imposed on the repatriation of any such Net Cash Proceeds),


 


(ii)       in
the case of any Prepayment Event or such Disposition, the amount of any reasonable reserve established in accordance with GAAP
against any liabilities (other than any amounts deducted pursuant to clause (i) above) (x) associated with the assets that are
the subject of such Prepayment Event or such Disposition and (y) retained by the Borrower or any of the Restricted Subsidiaries,
including any pension and other post-employment benefit liabilities and liabilities related to environmental matters or against
any indemnification obligations associated with such transaction; provided that the amount of any subsequent reduction of such
reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Cash Proceeds of
such Prepayment Event or such Disposition occurring on the date of such reduction,


 


(iii)       in
the case of any Prepayment Event or such Disposition, the amount of any principal amount, premium or penalty, if any, interest
or other amounts on any Indebtedness secured by a Lien on the assets that are the subject of such Prepayment Event or such Disposition
to the extent that the instrument creating or evidencing such Indebtedness requires that such Indebtedness be repaid upon consummation
of such Prepayment Event or such Disposition and such Indebtedness is actually so repaid (other than Indebtedness outstanding
under the Credit Documents or otherwise subject to a Customary Intercreditor Agreement and any costs associated with the unwinding
of any Hedging Obligations in connection with such transaction),


 






    -51-


     


    

 


(iv)       in
the case of any Asset Sale Prepayment Event, the amount of any proceeds of such Asset Sale Prepayment Event that the Borrower
or the applicable Restricted Subsidiary has reinvested (or intends to reinvest), or has entered into an Acceptable Reinvestment
Commitment to reinvest, within the Reinvestment Period, in the business of the Borrower or any of the Restricted Subsidiaries
(subject to Section 9.13); provided that:


 


(A)       the
Borrower or the applicable Restricted Subsidiary shall comply with Sections 9.10, 9.11 and 9.14(b) with respect to such reinvestment
if applicable;


 


(B)       any
portion of such proceeds that has not been so reinvested or made subject to an Acceptable Reinvestment Commitment within the Reinvestment
Period shall (x) be deemed to be Net Cash Proceeds of an Asset Sale Prepayment Event occurring on the later of (1) the last day
of the Reinvestment Period and (2) 180 days after the date that the Borrower or such Restricted Subsidiary shall have entered
into an Acceptable Reinvestment Commitment and (y) be applied to the prepayment of Term Loans in accordance with Section 5.2(a)(i)
or to the prepayment, repurchase, defeasance, acquisition or redemption of any secured Permitted Additional Debt or secured Credit
Agreement Refinancing Indebtedness pursuant to the corresponding provisions of the governing documentation thereof, in any such
case to the extent permitted under Section 5.2(a)(i); and


 


(C)       any
proceeds subject to an Acceptable Reinvestment Commitment that is (I) later canceled or terminated for any reason before such
proceeds are applied in accordance therewith or (II) not consummated (i.e., the reinvestment contemplated by such Acceptable Reinvestment
Commitment is not made) shall be applied to the prepayment of Term Loans in accordance with Section 5.2(a)(i) or to the prepayment,
repurchase, defeasance, acquisition or redemption of any secured Permitted Additional Debt or secured Credit Agreement Refinancing
Indebtedness pursuant to the corresponding provisions of the governing documentation thereof, in any such case to the extent permitted
under Section 5.2(a)(i), unless the Borrower or the applicable Restricted Subsidiary enters into another Acceptable Reinvestment
Commitment with respect to such proceeds prior to the end of the Reinvestment Period,


 


(v)       in
the case of any Recovery Prepayment Event, the amount of any proceeds of such Recovery Prepayment Event (x) that the Borrower
or the applicable Restricted Subsidiary has reinvested (or intends to reinvest), or has entered into an Acceptable Reinvestment
Commitment to reinvest, within the Reinvestment Period, in the business of the Borrower or any of the Restricted Subsidiaries
(subject to Section 9.13), including for the repair, restoration or replacement of the asset or assets subject to such Recovery
Prepayment Event, or (y) for which the Borrower or the applicable Restricted Subsidiary has provided a Restoration Certification
prior to the end of the Reinvestment Period; provided that:


 


(A)       the
Borrower or the applicable Restricted Subsidiary shall comply with Sections 9.10, 9.11 and 9.14(b) with respect to such reinvestment
if applicable;


 


(B)       any
portion of such proceeds that has not been so reinvested or made subject to an Acceptable Reinvestment Commitment or Restoration
Certification within the Reinvestment Period shall (x) be deemed to be Net Cash Proceeds of a Recovery Prepayment Event occurring
on the later of (1) the last day of the Reinvestment Period and (2) 180 days after the date that the Borrower or such Restricted
Subsidiary shall have entered into an Acceptable Reinvestment Commitment or shall have provided a Restoration Certification and
(y) be applied to the prepayment of Term Loans in accordance with Section 5.2(a)(i) or to the prepayment, repurchase, defeasance,
acquisition or redemption of any secured Permitted Additional Debt or secured Credit Agreement Refinancing Indebtedness pursuant
to the corresponding provisions of the governing documentation thereof, in any such case to the extent permitted under Section
5.2(a)(i); and


 






    -52-


     


    

 


(C)       any
proceeds subject to an Acceptable Reinvestment Commitment or a Restoration Certification that is (I) later canceled or terminated
for any reason before such proceeds are applied in accordance therewith or (II) not consummated (i.e., the reinvestment, repair,
restoration or replacement contemplated by such Acceptable Reinvestment Commitment or Restoration Certification, as the case may
be, is not made) shall be applied to the prepayment of Term Loans in accordance with Section 5.2(a)(i) or to the prepayment, repurchase,
defeasance, acquisition or redemption of any secured Permitted Additional Debt or secured Credit Agreement Refinancing Indebtedness
pursuant to the corresponding provisions of the governing documentation thereof, in each case to the extent permitted under Section
5.2(a)(i), unless the Borrower or the applicable Restricted Subsidiary enters into another Acceptable Reinvestment Commitment
or provides another Restoration Certification with respect to such proceeds prior to the end of the Reinvestment Period,


 


(vi)       in
the case of any Asset Sale Prepayment Event or Recovery Prepayment Event by any non-wholly owned Restricted Subsidiary, the pro
rata portion of the net cash proceeds thereof (calculated without regard to this clause (vi)) attributable to minority interests
and not available for distribution to or for the account of the Borrower or a wholly owned Restricted Subsidiary as a result thereof,


 


(vii)       in
the case of any Prepayment Event, Incurrence of Indebtedness, Disposition, issuance of Capital Stock or receipt of a capital contribution,
the reasonable and customary fees, commissions, expenses (including attorney’s fees, investment banking fees, survey costs,
title insurance premiums and search and recording charges, transfer taxes, deed or mortgage recording taxes and other customary
expenses and brokerage, consultant and other customary fees or commissions), issuance costs, discounts and other costs and expenses
(and, in the case of the Incurrence of any Indebtedness the proceeds of which are required to be used to prepay any Class of Loans
and/or reduce any Class of Commitments under this Agreement, accrued interest and premium, if any, on such Loans and any other
amounts (other than principal) required to be paid in respect of such Loans and/or Commitments in connection with any such prepayment
and/or reduction), and payments made in order to obtain a necessary consent required by Applicable Law, in each case only to the
extent not already deducted in arriving at the amount referred to in clause (a) above, and


 


(viii)       in
the case of any Asset Sale Prepayment Event or Disposition, any amounts funded into escrow established pursuant to the documents
evidencing any such Asset Sale Prepayment Event or Disposition to secure any indemnification obligations or adjustments to the
purchase price associated with any such Asset Sale Prepayment Event or Disposition until such amounts are released to the Borrower
or a Restricted Subsidiary.


 


“Net Income”
shall mean, with respect to any Person, the net income (loss) attributable to such Person, determined on a consolidated basis
in accordance with GAAP and before any reduction in respect of dividends on preferred Capital Stock (other than dividends on Disqualified
Capital Stock).


 


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


 


“Non-Consenting Lender”
shall have the meaning provided in Section 13.7(b).


 


“Non-Credit Party”
shall mean any Person that is not a Credit Party.


 


“Non-Credit Party Asset
Sale” shall have the meaning provided in Section 5.2(h).


 


“Non-Credit Party Recovery
Event” shall have the meaning provided in Section 5.2(h).


 






    -53-


     


    

 


“Non-Debt
Fund Affiliate” shall mean any Affiliate of the Borrower (other than Holdings, the Borrower or any Restricted Subsidiary
of the Borrower) that is not a Debt Fund Affiliate.


 


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


 


“Non-Excluded Taxes”
shall have the meaning provided in Section 5.4(a).


 


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


 


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


 


“Non-U.S. Lender”
shall have the meaning provided in Section 5.4(d).


 


“Note”
shall mean a Term Note or a Revolving Credit Note, in each case of the Borrower payable to any Lender or its registered assigns,
evidencing the aggregate amount of Indebtedness of the Borrower to such Lender resulting from the Loans made by such Lender.


 


“Notice of
Borrowing” shall mean a request of the Borrower in accordance with the terms of Section 2.3 and substantially in the
form of Exhibit D or such other form as may be approved by the Administrative Agent (including any form on an electronic platform
or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible
Officer of the Borrower.


 


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


 


“Obligations”
shall mean the collective reference to:


 


(a)       the
due and punctual payment of (i) the principal of and premium, if any, and interest at the applicable rate provided in this Agreement
(including interest accruing during the pendency of any proceeding under any applicable Debtor Relief Laws (or that would accrue
but for the operation of applicable Debtor Relief Laws), regardless of whether allowed or allowable in such proceeding) on the
Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each
payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any
proceeding under any applicable Debtor Relief Laws (or that would accrue but for the operation of applicable Debtor Relief Laws),
regardless of whether allowed or allowable in such proceeding) and obligations to provide Cash Collateral, and (iii) all other
monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or
otherwise (including monetary obligations incurred during the pendency of any applicable proceeding under any Debtor Relief Laws,
regardless of whether allowed or allowable in such proceeding), of the Borrower or any other Credit Party to any of the Secured
Parties under this Agreement and the other Credit Documents,


 


(b)       the
due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower under or pursuant to this
Agreement and the other Credit Documents,


 


(c)       the
due and punctual payment and performance of all the covenants, agreements, obligations, and liabilities of each other Credit Party
under or pursuant to this Agreement or the other Credit Documents,


 


(d)       the
due and punctual payment and performance of all Cash Management Obligations under each Secured Cash Management Agreement of a
Credit Party or any Restricted Subsidiary thereof, and


 






    -54-


     


    

 


(e)       the
due and punctual payment and performance of all Hedging Obligations under each Secured Hedging Agreement of a Credit Party or
any Restricted Subsidiary thereof (other than with respect to any such Credit Party’s Hedging Obligations that constitute
Excluded Swap Obligations with respect to such Credit Party).


 


Notwithstanding the
foregoing, (i) unless otherwise agreed to by the Borrower, the obligations of a Credit Party or any Restricted Subsidiary thereof
under any Secured Cash Management Agreement and Secured Hedging Agreement shall be secured and guaranteed pursuant to the Security
Documents and only to the extent that, and for so long as, the other Obligations are so secured and guaranteed, (ii) any release
of Collateral or Guarantors effected in the manner permitted by this Agreement and the other Credit Documents shall not require
the consent of the holders of the Cash Management Obligations under Secured Cash Management Agreements or the consent of the holders
of the Hedging Obligations under Secured Hedging Agreements and (iii) Obligations shall in no event include any Excluded Swap
Obligations.


 


“OFAC” shall
have the meaning provided in Section 8.19(a).


 


“OID” shall
mean original issue discount.


 


“Organizational
Documents” shall mean (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws
(or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (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, if applicable, any agreement, 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 Taxes”
shall have the meaning provided in Section 5.4(b).


 


“Overnight
Rate” shall mean, for any day, the greater of (a) the Federal Funds Effective Rate and (b) an overnight rate determined
by the Administrative Agent, the applicable Letter of Credit Issuer or the Swingline Lender, as the case may be, in accordance
with banking industry rules on interbank compensation.


 


“Parent Entity”
shall mean any Person that is a direct or indirect parent company (which may be organized as, among other things, a partnership)
of Holdings and/or the Borrower, as applicable. For the avoidance of doubt, any Person that is formed to effect a public offering
of common Capital Stock that directly or indirectly owns a majority of the Voting Stock of Holdings will be deemed a Parent Entity
of Holdings.


 


“Participant”
shall have the meaning provided in Section 13.6(d)(i).


 


“Participant Register”
shall have the meaning provided in Section 13.6(d)(ii).


 


“PATRIOT ACT”
shall have the meaning provided in Section 8.21.


 


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


 


“Pension
Plan” shall mean any “employee pension benefit plan” (as defined in Section 3(2) of ERISA, other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is
sponsored, maintained or contributed to by Holdings, the Borrower, a Restricted Subsidiary or an ERISA Affiliate or, solely with
respect to representations and covenants that relate to liability under Section 4069 of ERISA, that was so maintained and in respect
of which the Borrower, any Restricted Subsidiary or ERISA Affiliate would have liability under Section 4069 of ERISA in the event
such plan has been or were to be terminated.


 






    -55-


     


    

 


“Perfection
Certificate” shall mean a certificate in the form of Exhibit N or any other form approved by the Collateral Agent in
its reasonable discretion.


 


“Permitted
Acquisition” shall mean any Acquisition by the Borrower or any of the Restricted Subsidiaries, so long as (a) such Acquisition
and all transactions related thereto shall be consummated in all material respects in accordance with all Applicable Laws, (b)
if such Acquisition involves the acquisition of Capital Stock of a Person that upon such Acquisition would become a Subsidiary,
such Acquisition shall result in the issuer of such Capital Stock becoming a Restricted Subsidiary and, to the extent required
by Section 9.10, a Guarantor, (c) to the extent required by Sections 9.10, 9.11 and/or 9.14(b), such Acquisition shall result
in the Collateral Agent, for the benefit of the Secured Parties, being granted a security interest in any Capital Stock or any
assets so acquired, (d) subject to Section 1.11, both immediately prior to and after giving pro forma effect to such Acquisition,
no Event of Default under either Section 11.1 or Section 11.5 shall have occurred and be continuing and (e) immediately after
giving pro forma effect to such Acquisition, the Borrower and its Restricted Subsidiaries shall be in compliance with Section
9.13.


 


“Permitted
Additional Debt” shall mean (a) secured or unsecured bonds, notes or debentures (which bonds, notes or debentures, if
secured, may be secured by Liens on the Collateral having a priority ranking equal to the priority of the Liens on the Collateral
securing the Obligations (but without regard to control of remedies) or by Liens on the Collateral having a priority ranking junior
to the Liens on the Collateral securing the Obligations) or (b) secured or unsecured loans (or commitments to provide loans or
other extensions of credit) (which loans or commitments, if secured, may be secured by Liens on the Collateral having a priority
ranking equal to the priority of the Liens on the Collateral securing the Obligations (but without regard to control of remedies)
or by Liens on the Collateral having a priority ranking junior to the Liens on the Collateral securing the Obligations), in each
case Incurred by or provided to the Borrower or another Guarantor; provided that (a) the terms of such Indebtedness or
commitments do not provide for maturity or any scheduled amortization or mandatory repayment, mandatory redemption, mandatory
commitment reduction, mandatory offer to purchase or sinking fund obligation prior to the Latest Maturity Date, other than, subject
(except, in the case of any such Indebtedness or commitments that constitute, or are intended to constitute, other First Lien
Obligations) to the prior repayment or prepayment of, or the prior offer to repay or prepay (and to the extent such offer is accepted,
the prior repayment or prepayment of) the Obligations hereunder (other than Hedging Obligations under any Secured Hedging Agreement,
Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations and other contingent
obligations not then due and payable), customary prepayments, commitment reductions, repurchases, redemptions, defeasances, acquisitions
or satisfactions and discharges, or offers to prepay, reduce, redeem, repurchase, defease, acquire or satisfy and discharge upon,
a change of control, asset sale event or casualty, eminent domain or condemnation event, or on account of the accumulation of
excess cash flow (in the case of loans or commitments), AHYDO Catch-Up Payments and customary acceleration rights upon an event
of default; provided that the foregoing requirements of this clause (a) shall not apply to the extent such Indebtedness
or commitments constitute a customary bridge facility, so long as the long-term Indebtedness into which any such customary bridge
facility is to be converted or exchanged satisfies the requirements of this clause (a) and such conversion or exchange is subject
only to conditions customary for similar conversions or exchanges, (b) except for any of the following that are applicable only
to periods following the Latest Maturity Date, the covenants, events of default, Subsidiary guarantees and other terms for such
Indebtedness or commitments (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest
rate margins, rate floors, fees, maturity, funding discounts, original issue discounts and redemption or prepayment terms and
premiums), when taken as a whole, are determined by the Borrower to either (A) be consistent with market terms and conditions
and conditions at the time of Incurrence or effectiveness or (B) not be materially more restrictive on the Borrower and its Restricted
Subsidiaries than the terms of this Agreement, when taken as a whole (provided that, if the documentation governing such
Indebtedness or commitments contains any Previously Absent Financial Maintenance Covenant, the Administrative Agent shall have
been given prompt written notice thereof and this Agreement shall have been amended to include such Previously Absent Financial
Maintenance Covenant for the benefit of each Credit Facility (provided, however, that, if (x) the documentation
governing the Permitted Additional Debt that includes a Previously Absent Financial Maintenance Covenant consists of a revolving
credit facility (whether or not the documentation therefor includes any other facilities) and (y) such Previously Absent Financial
Maintenance Covenant is a “springing” financial maintenance covenant for the benefit of such revolving credit facility
or a covenant only applicable to, or for the benefit of, a revolving credit facility, then this Agreement shall be amended to
include such Previously Absent Financial Maintenance Covenant only for the benefit of each revolving credit facility hereunder
(and not for the benefit of any term loan facility hereunder) and such Indebtedness or commitments shall not be deemed “more
restrictive” solely as a result of such Previously Absent Financial Maintenance Covenant benefiting only such revolving
credit facilities); provided that a certificate of an Authorized Officer of the Borrower delivered to the Administrative
Agent at least five Business Days prior to the Incurrence of such Indebtedness or the providing of such commitments, together
with a reasonably detailed description of the material terms and conditions of such Indebtedness or commitments 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 shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless
the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination
(including a reasonable description of the basis upon which it disagrees), (c) if such Indebtedness is senior subordinated or
subordinated Indebtedness, the terms of such Indebtedness provide for customary “high yield” subordination of such
Indebtedness to the Obligations, (d) any Permitted Additional Debt may not be guaranteed by any subsidiaries of the Borrower that
do not guarantee the Obligations, (e) any secured Permitted Additional Debt Incurred may not be secured by any assets that do
not secure the Obligations and shall be subject to an applicable Customary Intercreditor Agreement and (f) any Permitted Additional
Debt in the form of loans secured by Liens on the Collateral having a priority ranking equal to the priority of the Liens on the
Collateral securing the Obligations (but without regard to control of remedies) shall be subject to the MFN Protection set forth
in Section 2.14(c) (but subject to the MFN Exceptions to such MFN Protection) as if such Permitted Additional Debt were an Incremental
Term Loan.


 






    -56-


     


    

 


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


 


“Permitted
Additional Debt Obligations” shall mean, if any secured Permitted Additional Debt has been Incurred by or provided to
a Credit Party and is outstanding, the collective reference to (a) the due and punctual payment of (i) the principal of and premium,
if any, and interest at the applicable rate provided in the applicable Permitted Additional Debt Documents (including interest
accruing during the pendency of any proceeding under any applicable Debtor Relief Laws (or would accrue but for the operation
of applicable Debtor Relief Laws), regardless of whether allowed or allowable in such proceeding) on any such Permitted Additional
Debt, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment, repurchase, redemption,
defeasance, acquisition or otherwise and (ii) all other monetary obligations, including fees, costs, expenses and indemnities,
whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency
of any proceeding under any applicable Debtor Relief Laws, regardless of whether allowed or allowable in such proceeding), of
the Borrower or any other Credit Party to any of the Permitted Additional Debt Secured Parties under the applicable Permitted
Additional Debt Documents and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of
the Borrower or any Credit Party under or pursuant to applicable Permitted Additional Debt Documents.


 


“Permitted
Additional Debt Secured Parties” shall mean the holders from time to time of the secured Permitted Additional Debt Obligations
(and any representative on their behalf).


 


“Permitted Debt Exchange”
shall have the meaning provided in Section 2.17(a).


 


“Permitted Debt Exchange
Offer” shall have the meaning provided in Section 2.17(a).


 


“Permitted Encumbrances”
shall mean:


 


(a)       Liens
for taxes, assessments or other governmental charges or claims that are not yet overdue by more than sixty days or more, or if
more than sixty days overdue either (i) that are being diligently contested in good faith and by appropriate proceedings for which
appropriate reserves have been established in accordance with GAAP or the equivalent accounting principles in the relevant local
jurisdiction or (ii) with respect to which the failure to make payment could not reasonably be expected to have a Material Adverse
Effect;


 


(b)       Liens
in respect of property or assets of the Borrower or any of its Restricted Subsidiaries imposed by Applicable Law, such as landlord’s,
carriers’, warehousemen’s, repairmen’s, construction contractors’ and mechanics’ Liens, supplier
of materials, architects’ and other similar Liens, in each case so long as such Liens arise in the ordinary course of business
or consistent with past practice and secure amounts not overdue for a period of more than sixty days or, if more than sixty days
overdue either (i) no action has been taken to enforce such Lien, (ii) such amount is being diligently contested in good faith
by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP or the equivalent accounting
principles in the relevant local jurisdiction or (iii) with respect to which the failure to make payment could not reasonably
be expected to have a Material Adverse Effect;


 






    -57-


     


    

 


(c)       Liens
arising from judgments, awards, attachments or decrees for the payment of money in circumstances not constituting an Event of
Default under Section 11.9;


 


(d)       Liens
incurred or pledges or deposits (i) made in connection with the Federal Employers Liability Act or any other workers’ compensation,
unemployment insurance, employers’ health tax and other types of social security or similar legislation, (ii) securing insurance
premiums, other liabilities (including in respect of reimbursement and indemnified obligations) to insurance carriers under insurance
or self-insurance arrangements (including in respect of deductibles, co-payment, co-insurance, self-insurance retention amounts
and premiums and adjustments thereof), (iii) securing the performance of tenders, public or statutory obligations, surety, stay,
indemnity, warranty release, customs and appeal bonds, bids, licenses, leases (other than Financing Lease Obligations), contracts
(including government contracts and trade contracts (other than for Indebtedness)), performance, performance and completion, completion
and return-of-money bonds or guarantees, government contracts, financial assurances and completion obligations and other similar
obligations, (iv) securing contested taxes or import duties or the payment of rent, (v) securing letters of credit, bank guarantees
or similar items issued or posted to support the payment of or for the benefit of items in the foregoing clauses (i), (ii), (iii)
and (iv) above, in each case incurred in the ordinary course of business or consistent with past practice;


 


(e)       ground
leases or subleases, licenses or sublicenses in respect of Real Property on which locations and/or facilities owned or leased
by the Borrower or any of its Restricted Subsidiaries are located;


 


(f)       (i)
easements or reservations of, or rights of others for, rights-of-way, licenses, special assessments, survey exceptions, restrictions
(including zoning restrictions), minor title defects, servitudes, drains, sewers, exceptions or irregularities in title, encroachments,
protrusions and other similar charges, electric lines, telegraph and telephone lines and other similar purposes, or encumbrances
or restrictions on the use of Real Property, which in each case do not and could not reasonably be expected to have a Material
Adverse Effect, and that were not incurred in connection with and do not secure any Indebtedness, and (ii) to the extent reasonably
agreed by the Collateral Agent, any exception on the title policies issued in connection with any Mortgaged Property;


 


(g)       any
(i) Lien or interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s,
licensor’s or sublicensor’s interest under any lease, sublease, license or sublicense permitted by this Agreement
(other than in respect of a Financing Lease Obligation), (ii) landlord Liens permitted by the terms of any lease, (iii) restriction
or encumbrance that the interest or title of any such lessor, sublessor, licensor or a sublicensor may be subject (including ground
lease) or (iv) subordination of the interest of the lessee, sublessee, licensee or sublicensee under such lease or license to
any restriction or encumbrance referred to in the preceding clause (iii);


 


(h)       Liens
in favor of customs and revenue authorities arising as a matter of Applicable Law to secure payment of customs duties in connection
with the importation of goods or to secure the performance of leases of Real Property;


 


(i)       Liens
on goods or inventory or proceeds thereof the purchase, shipment or storage price of which is financed by a documentary letter
of credit or bankers’ acceptance issued or created for the account of the Borrower or any of its Restricted Subsidiaries;
provided that such Lien secures only the obligations of the Borrower or such Restricted Subsidiaries in respect of such
letter of credit or bankers’ acceptance to the extent permitted under Section 10.1;


 






    -58-


     


    

 


(j)       licenses,
sublicenses and cross-licenses of Intellectual Property granted in the ordinary course of business or consistent with past practice;


 


(k)       Liens
arising from precautionary UCC (or equivalent statute) financing statement, other applicable personal property or movable property
security registry financing statements or similar filings made in respect of Non-Financing Lease Obligations, consignment arrangements
or bailee arrangements entered into by the Borrower or any of its Restricted Subsidiaries;


 


(l)       any
zoning, building or similar law or right reserved to, or vested in, any Governmental Authority to control or regulate the use
of any Real Property or any structure thereon that does not and could not reasonably be expected to have a Material Adverse Effect;


 


(m)       (i)
leases, licenses, subleases or sublicenses (including of Intellectual Property) granted to others in the ordinary course of business
that do not and could not reasonably be expected to have a Material Adverse Effect or (ii) the rights reserved or vested in any
Person (including any Governmental Authority) by the terms of any lease, license, franchise, grant or permit held by the Borrower
or any of the Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit,
or to require annual or periodic payments as a condition to the continuance thereof;


 


(n)       Liens
given to a public utility or any municipality or Governmental Authority when required by such utility or other authority in connection
with the ordinary conduct of the business of the Borrower or any Restricted Subsidiary; provided that such Liens do not
and could not reasonably be expected to have a Material Adverse Effect;


 


(o)       servicing
agreements, development agreements, site plan agreements, subdivision agreements and other agreements with Governmental Authorities
pertaining to the use or development of any of the Real Property of the Borrower or any Restricted Subsidiary, including, without
limitation, any obligations to deliver letters of credit and other security as required so long as the same do not and could not
reasonably be expected to have a Material Adverse Effect;


 


(p)       undetermined
or inchoate Liens, rights of distress and charges incidental to current operations that have not at such time been filed or exercised,
or which relate to obligations not due or payable or if due, the validity of such Liens are being contested in good faith by appropriate
actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance
with GAAP;


 


(q)       reservations,
limitations, provisos and conditions expressed in any original grant from any Governmental Authority or other grant of real or
immovable property or interests therein;


 


(r)       Liens
consisting of royalties payable with respect to any asset, right or property of the Borrower or its Subsidiaries;


 


(s)       statutory
Liens incurred or pledges or deposits made in favor of a Governmental Authority to secure the performance of obligations of the
Borrower or any of its Subsidiaries under Environmental Laws to which the Borrower or any of its Subsidiaries or any assets of
the Borrower or any of its Subsidiaries is subject, in each case incurred or made in the ordinary course of business or consistent
with past practice;


 


(t)       all
rights of expropriation, access or use or other similar right conferred by or reserved by any federal, state or municipal Governmental
Authority;


 


(u)       the
right reserved to, or vested in, any Governmental Authority by any statutory provision or by the terms of any lease, license,
franchise, grant or permit of the Borrower or any Restricted Subsidiary, to terminate any such lease, license, franchise, grant
or permit, or to require annual or other payments as a condition to the continuance thereof;


 






    -59-


     


    

 


(v)       Liens
arising from Cash Equivalents described in clause (i) of the definition of the term “Cash Equivalents”; and


 


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


 


“Permitted
Equal Priority Refinancing Debt” shall mean any secured Indebtedness Incurred by the Borrower and/or the Guarantors
in the form of one or more series of senior secured notes, bonds or debentures; provided that (a) such Indebtedness is
secured by Liens on all or a portion of the Collateral on an equal priority basis with the Liens on the Collateral securing the
Obligations (but without regard to the control of remedies) and is not secured by any property or assets of Holdings, the Borrower
or any Restricted Subsidiary other than the Collateral, (b) such Indebtedness satisfies the applicable requirements set forth
in the provisos to the definition of “Credit Agreement Refinancing Indebtedness”, (c) such Indebtedness is not at
any time guaranteed by any Subsidiaries of the Borrower other than Subsidiaries that are Guarantors and (d) the holders of such
Indebtedness (or their representative) and Collateral Agent shall become parties to a Customary Intercreditor Agreement providing
that the Liens on the Collateral securing such obligations shall rank equal in priority to the Liens on the Collateral securing
the Obligations (but without regard to the control of remedies).


 


“Permitted
Holder Group” shall have the meaning provided in the definition of the term “Permitted Holders”.


 


“Permitted
Holders” shall mean each of (a) the Investors, (b) the Employee Investors and (c) other than for purposes of determining
the “Permitted Holders” for purposes of clause (a)(i) of the definition of “Change of Control”, any group
(within the meaning of Section 13(d)(3) of the Exchange Act (or any successor provision)) the members of which include any of
the Permitted Holders specified in clauses (a) or (b) above (a “Permitted Holder Group”); provided that,
in the case of any Permitted Holder Group, no Person or other group (other than the Permitted Holders specified in clauses (a)
or (b) above) own, directly or indirectly, Capital Stock having more than 50.0% of the total voting power of the Voting Stock
of Holdings (or, for the avoidance of doubt, any New Holdings or Successor Holdings) or any Parent Entity held by such Permitted
Holder Group.


 


“Permitted
Initial Revolving Credit Borrowing Purposes” shall mean one or more Borrowings of Revolving Credit Loans equal to the
sum of (a) an amount sufficient to fund certain closing payments, OID or upfront fees required to be funded plus (b) an
amount sufficient to fund any ordinary course working capital requirements of the Borrower and its Subsidiaries on the Closing
Date plus (c) an amount sufficient to cash collateralize letters of credit outstanding immediately prior to the Closing
Date under the Existing Credit Facility plus (d) an amount not to exceed $20,000,000 to pay the Merger Consideration, the
Existing Debt Refinancing and/or the Transaction Expenses.


 


“Permitted Investment”
shall have the meaning provided in Section 10.5.


 


“Permitted
Junior Priority Refinancing Debt” shall mean secured Indebtedness Incurred by the Borrower and/or any Guarantor in the
form of one or more series of junior lien secured notes, bonds or debentures or junior lien secured loans; provided that
(a) such Indebtedness is secured by Liens on all or a portion of the Collateral on a junior priority basis to the Liens on the
Collateral securing the Obligations and any other First Lien Obligations and is not secured by any property or assets of Holdings,
the Borrower or any Restricted Subsidiary other than the Collateral, (b) such Indebtedness satisfies the applicable requirements
set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” (provided that such
Indebtedness may be secured by a Lien on the Collateral that ranks junior in priority to the Liens on the Collateral securing
the Obligations and any other First Lien Obligations, notwithstanding any provision to the contrary contained in the definition
of “Credit Agreement Refinancing Indebtedness”), (c) the holders of such Indebtedness (or their representative) and
the Collateral Agent shall become parties to a Customary Intercreditor Agreement providing that the Liens on the Collateral securing
such obligations shall rank junior in priority to the Liens on the Collateral securing the Obligations, and (d) such Indebtedness
is not at any time guaranteed by any Subsidiaries of the Borrower other than Subsidiaries that are Guarantors.


 






    -60-


     


    

 


“Permitted
Refinancing Indebtedness” shall mean, with respect to any Indebtedness (the “Refinanced Indebtedness”),
any Indebtedness Incurred in exchange for or as a replacement of (including by entering into alternative financing arrangements
in respect of such exchange or replacement (in whole or in part), by adding or replacing lenders, creditors, agents, borrowers
and/or guarantors, or, after the original instrument giving rise to such Indebtedness has been terminated, by entering into any
credit agreement, loan agreement, note purchase agreement, indenture or other agreement), or the net proceeds of which are to
be used for the purpose of modifying, extending, refinancing, renewing, replacing, redeeming, repurchasing, defeasing, acquiring,
amending, supplementing, restructuring, repaying, prepaying, retiring, extinguishing or refunding (collectively to “Refinance”
or a “Refinancing” or “Refinanced”), such Refinanced Indebtedness (or previous refinancing
thereof constituting Permitted Refinancing Indebtedness); provided that (A) the principal amount (or accreted value, if
applicable) of any such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable)
of the Refinanced Indebtedness outstanding immediately prior to the consummation of such Refinancing except by an amount equal
to the unpaid accrued interest, dividends and premium (including tender premiums), if any, thereon plus defeasance costs,
underwriting discounts and other amounts paid and fees and expenses (including OID, closing payments, upfront fees and similar
fees) incurred in connection with such Refinancing plus an amount equal to any existing commitment unutilized and letters of credit
undrawn thereunder, (B) if the Indebtedness being Refinanced is Indebtedness permitted by Section 10.1(a), 10.1(b), 10.1(h) or
10.1(u), the direct and contingent obligors with respect to such Permitted Refinancing Indebtedness are not changed (except that
any Credit Party may be added as an additional direct or contingent obligor in respect of such Permitted Refinancing Indebtedness),
(C) other than with respect to a Refinancing in respect of Indebtedness permitted pursuant to Section 10.1(f) or Section 10.1(g),
such Permitted Refinancing Indebtedness shall have a final maturity date equal to or later than the final maturity date of, and
shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Refinanced
Indebtedness; provided that the foregoing requirements of this clause (C) shall not apply to the extent such Indebtedness
constitutes a customary bridge facility, so long as the long-term Indebtedness into which any such customary bridge facility is
to be converted or exchanged satisfies the requirements of this clause (C) and such conversion or exchange is subject only to
conditions customary for similar conversions or exchanges, and (D) if the Indebtedness being Refinanced is Indebtedness permitted
by Section 10.1(a), 10.1(b) 10.1(h) or 10.1(u), except for any of the following that are only applicable to periods after the
Latest Maturity Date, the terms and conditions contained in the documentation governing such Permitted Refinancing Indebtedness,
taken as a whole, are determined by the Borrower to either (A) be consistent with market terms and conditions and conditions at
the time of incurrence, issuance or effectiveness or (B) not be materially more restrictive on the obligor or obligors of such
Indebtedness than the terms and conditions contained in the documentation governing such Refinanced Indebtedness being Refinanced
(including, if applicable, as to collateral priority and subordination, but excluding as to interest rates (including through
fixed exchange rates), interest rate margins, rate floors, fees, maturity, funding discounts, original issue discount and redemption
or prepayment terms and premiums) (provided that, if the documentation governing such Permitted Refinancing Indebtedness
contains a Previously Absent Financial Maintenance Covenant, the Administrative Agent shall have been given prompt written notice
thereof and this Agreement shall be amended to include such Previously Absent Financial Maintenance Covenant for the benefit of
each Credit Facility (provided, however, that if (x) the documentation governing the Permitted Refinancing Indebtedness
that includes a Previously Absent Financial Maintenance Covenant consists of a revolving credit facility (whether or not the documentation
therefor includes any other facilities) and (y) such Previously Absent Financial Maintenance Covenant is a “springing”
financial maintenance covenant for the benefit of such revolving credit facility or a covenant only applicable to, or for the
benefit of, a revolving credit facility, the Previously Absent Financial Maintenance Covenant shall only be included in this Agreement
for the benefit of each revolving credit facility hereunder (and not for the benefit of any term loan facility hereunder) and
such Permitted Refinancing Indebtedness shall not be deemed “more restrictive” solely as a result of such Previously
Absent Financial Maintenance Covenant benefiting only such revolving credit facilities)); provided that a certificate of
an Authorized Officer of the Borrower delivered to the Administrative Agent at least five Business Days prior to the Incurrence
of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness
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 in clause (D) shall be conclusive evidence that such terms and conditions satisfy the foregoing
requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with
such determination (including a reasonable description of the basis upon which it disagrees).


 






    -61-


     


    

 


“Permitted
Unsecured Refinancing Debt” shall mean unsecured Indebtedness Incurred by the Borrower and/or the Guarantors in the
form of one or more series of senior, senior subordinated or subordinated unsecured notes, bonds, debentures or loans; provided
that (a) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit
Agreement Refinancing Indebtedness” and (b) such Indebtedness is not at any time guaranteed by any Subsidiaries of the Borrower
other than Subsidiaries that are Guarantors.


 


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


 


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


 


“Platform”
shall have the meaning provided in Section 13.2.


 


“Pledge Agreement”
shall mean the Pledge Agreement, dated as of the Closing Date, among Holdings, the Borrower, the Domestic Subsidiary pledgors
party thereto and the Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit C.


 


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


 


“Polaris Parent”
shall mean Polaris Parent Corp., a Delaware corporation.


 


“Preferred
Stock” shall mean any Capital Stock with preferential rights of payment of dividends or upon liquidation, dissolution,
or winding up.


 


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


 


“Present
Fair Saleable Value” shall mean the amount that could be obtained by an independent willing seller from an independent
willing buyer if the assets (both tangible and intangible) of the applicable Person and its subsidiaries taken as a whole are
sold on a going-concern basis with reasonable promptness in an arm’s-length transaction under present conditions for the
sale of comparable business enterprises insofar as such conditions can be reasonably evaluated.


 


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


 


“Previously
Absent Financial Maintenance Covenant” shall mean, at any time (x) any financial maintenance covenant that is not included
in this Agreement at such time and (y) any financial maintenance covenant in any other Indebtedness that is included in this Agreement
at such time but with covenant levels that are more restrictive on the Borrower and the Restricted Subsidiaries than the covenant
levels included in this Agreement at such time.


 


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


 


“Principal
Investor” shall mean any investment entity and/or other affiliate of Goldman, Sachs & Co. or any fund, investor,
entity or account that is managed, sponsored or advised by Goldman, Sachs & Co. or its affiliates, in each case, which is
not a Disqualified Lender or a natural person.


 


“Proceeding”
shall have the meaning provided in Section Error! Reference source not found..


 


“Pro Forma Balance
Sheet” shall have the meaning provided in Section 8.9(b).


 






    -62-


     


    

 


“Pro Forma
Entity” shall mean any Acquired Entity or Business, any Sold Entity or Business, any Converted Restricted Subsidiary
or any Converted Unrestricted Subsidiary.


 


“Pro Forma Financial
Statements” shall have the meaning provided in Section 8.9(b).


 


“Public Company”
shall mean Person with a class or series of Voting Stock that is traded on the New York Stock Exchange, the NASDAQ.


 


“Public Company
Costs” shall mean costs relating to compliance with the provisions of the Securities Act and the Exchange Act, in each
case as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies
with listed equity or debt securities, directors’ compensation, fees and expense reimbursement, costs relating to investor
relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance, listing
fees and all executive, legal and professional fees related to the foregoing.


 


“Public Lender”
shall have the meaning provided in Section 13.2.


 


“Purchasing
Borrower Party” shall mean Holdings, the Borrower or any Restricted Subsidiary of the Borrower that becomes a Transferee
pursuant to Section 13.6(g).


 


“Qualified Capital
Stock” shall mean any Capital Stock that is not Disqualified Capital Stock.


 


“Qualified
Proceeds” shall mean assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business;
provided that the Fair Market Value of any such assets or Capital Stock shall be determined by the Borrower in good faith.


 


“Qualifying
IPO” shall mean the issuance by Holdings (or any Parent Entity of Holdings) or the Borrower of its common Capital Stock
in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant
to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection
with a secondary public offering).


 


“Qualified
Receivables Facility” shall mean any Receivables Facility of a Receivables Subsidiary that meets the following conditions:
(a) the Borrower shall have determined in good faith that such Receivables Facility (including financing terms, covenants, termination
events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and its Restricted Subsidiaries;
(b) all sales of accounts receivables and related assets by the Borrower or any Restricted Subsidiary to the Receivables Subsidiary
or any other Person are made at fair market value (as determined in good faith by the Borrower); (c) the financing terms, covenants,
termination events and other provisions thereof shall be on market terms (as determined in good faith by the Borrower) and may
include Standard Securitization Undertakings; and (d) the obligations under such Receivables Facility are non-recourse (except
for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Borrower
or any of its Restricted Subsidiaries (other than a Receivables Subsidiary).


 


“Rating Agency”
shall mean Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Initial Term Loans
and/or the Borrower and/or any other Person, instrument or security publicly available, a nationally recognized statistical rating
agency or agencies, as the case may be, selected by the Borrower which shall be substituted for Moody’s or S&P or both,
as the case may be.


 


“Real Property”
shall mean, collectively, all right, title and interest in and to any and all parcels of or interests in real property owned or
leased by any person, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements
and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to
the ownership thereof.


 


“Receivables
Facility” shall mean any of one or more receivables financing facilities as amended, supplemented, modified, extended,
renewed, restated or refunded from time to time, the obligations of which are non-recourse (except for customary representations,
warranties, covenants and indemnities made in connection with such facilities) to the Borrower or any of the Restricted Subsidiaries
(other than a Receivables Subsidiary) pursuant to which the Borrower or any of the Restricted Subsidiaries sells its accounts
receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Restricted Subsidiary or Receivables Subsidiary
that in turn funds such purchase by selling its accounts receivable to a Person that is not a Restricted Subsidiary or by borrowing
from such a Person or from another Receivables Subsidiary that in turn funds itself by borrowing from such a Person, in each case,
that constitutes a Qualified Receivables Facility.


 






    -63-


     


    

 


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


 


“Receivables
Subsidiary” shall mean any Subsidiary formed for the purpose of, and that solely engages only in, one or more Receivables
Facilities and other activities reasonably related thereto.


 


“Recovery
Event” shall mean (a) any damage to, destruction of, or other casualty or loss involving, any property or asset or (b)
any seizure, condemnation, confiscation or taking under the power of eminent domain of, or any requisition of title or use of
or relating to, or any similar event in respect of, any property or asset, in each case, of the Borrower or a Restricted Subsidiary.


 


“Recovery
Prepayment Event” shall mean the receipt of cash proceeds with respect to any settlement or payment in connection with
any Recovery Event in respect of any property or asset of the Borrower or any Restricted Subsidiary; provided that the
term “Recovery Prepayment Event” shall not include any Asset Sale Prepayment Event.


 


“Redemption Notice”
shall have the meaning provided in Section 10.7(a).


 


“Reference
Rate” shall mean an interest rate per annum equal to the rate per annum determined by the Administrative Agent at approximately
11:00 a.m. (London time) on such day by reference to ICE Benchmark Administration Limited’s “LIBOR” rate (or
by reference to the rates provided by any Person that take over the administration of such rate if ICE Benchmark Administration
Limited is no longer making a “LIBOR” rate available) for deposits in Dollars (as set forth on the Bloomberg screen
displaying such “LIBOR” rate (or, in the event such rate does not appear on a Bloomberg page or screen, on any successor
or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes
such rate from time to time, in each case as selected by the Administrative Agent)) for a period equal to three-months.


 


“Refinance,”
 “Refinancing” and “Refinanced” shall have the meanings provided in the definition of the
term “Permitted Refinancing Indebtedness”.


 


“Refinanced
Debt” shall have the meaning provided in the definition of Credit Agreement Refinancing Indebtedness.


 


“Refinanced
Indebtedness” shall have the meaning provided in the definition of the term “Permitted Refinancing Indebtedness”.


 


“Refunding Capital
Stock” shall have the meaning provided in Section 10.6(a).


 


“Register”
shall have the meaning provided in Section 13.6(b)(v).


 


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


 


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


 



    -64-


     


    








 


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


 


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


 


“Reinvestment
Period” shall mean, with respect to any Asset Sale Prepayment Event or Recovery Prepayment Event, the day which is eighteen
months after the receipt of cash proceeds by the Borrower or any Restricted Subsidiary from such Asset Sale Prepayment Event or
Recovery Prepayment Event.


 


“Related
Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers,
employees, agents, advisors, controlling Persons and other representatives and successors of such Person or such Person’s
Affiliates.


 


“Release”
shall mean any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching
or migration into or through the Environment or within, from or into any building, structure, facility or fixture.


 


“Repayment
Amount” shall mean any Initial Term Loan Repayment Amount, an Extended Term Loan Repayment Amount with respect to any
Extension Series and the amount of any installment of Incremental Term Loans scheduled to be repaid on any date.


 


“Reportable
Event” shall mean an event described in Section 4043(c) of ERISA and the regulations thereunder, other than those events
as to which the 30 day notice period referred to in Section 4043 of ERISA has been waived, with respect to a Pension Plan (other
than a Pension Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) and
(o) of Section 414 of the Code).


 


“Repricing
Transaction” shall mean (a) the Incurrence by the Borrower of any term loans (including, without limitation, any new
or additional term loans under this Agreement, whether Incurred directly or by way of the conversion of Initial Term Loans into
a new Class of replacement term loans under this Agreement) that is broadly marketed or syndicated to banks, financial institutions
and/or other institutional lenders or investors in financings similar to the Initial Term Loan Facility provided for in this Agreement
(i) having an Effective Yield for the respective Type of such Indebtedness that is less than the Effective Yield for the Initial
Term Loans of the respective equivalent Type, but excluding Indebtedness Incurred in connection with a Qualifying IPO, Change
of Control (or transaction that if consummated would constitute a Change of Control) or Transformative Acquisition and (ii) the
proceeds of which are used to prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding
principal of Initial Term Loans or (b) any effective reduction in the Effective Yield for the Initial Term Loans (e.g., by way
of amendment, waiver or otherwise), except for a reduction in connection with a Qualifying IPO, Change of Control (or transaction
that if consummated would constitute a Change of Control) or Transformative Acquisition and, in the case of any transaction under
either clause (a) or clause (b) above, the primary purpose of which is to lower the Effective Yield on the Initial Term Loans.
Any determination by the Administrative Agent with respect to whether a Repricing Transaction shall have occurred shall be conclusive
and binding on all Lenders holding the Initial Term Loans.


 


“Required
Lenders” shall mean, at any date and subject to the limitations set forth in Section 13.6(h), Non-Defaulting Lenders
having or holding greater than 50.0% of the sum of (a) the outstanding principal amount of the Term Loans in the aggregate at
such date, (b)(i) the Adjusted Total Revolving Credit Commitment at such date and the Adjusted Total Extended Revolving Credit
Commitment of all Classes at such date or (ii) if the Total Revolving Credit Commitment (or any Total Extended Revolving Credit
Commitment of any Class) has been terminated or, for the purposes of acceleration pursuant to Section 11, the outstanding principal
amount of the Revolving Credit Loans and Letter of Credit Exposure (excluding the Revolving Credit Exposure of Defaulting Lenders)
in the aggregate at such date and/or the outstanding principal amount of the Extended Revolving Credit Loans and letter of credit
exposure under such Extended Revolving Credit Commitments (excluding any such Extended Revolving Credit Loans and letter of credit
exposure of Defaulting Lenders) at such date and (c)(i) the Adjusted Total Additional/Replacement Revolving Credit Commitment
of each Class of Additional/Replacement Revolving Credit Commitments at such date or (ii) if the Adjusted Total Additional/Replacement
Revolving Credit Commitment of any Class of Additional/Replacement Revolving Credit Commitments has been terminated or for purposes
of acceleration pursuant to Section 11, the outstanding principal amount of the Additional/Replacement Revolving Credit Loans
of such Class and the related revolving credit exposure (excluding the revolving credit exposure of Defaulting Lenders) in the
aggregate at such date.


 






    -65-


     


    

 


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


 


“Required
Revolving Credit Lenders” shall mean, at any date, Non-Defaulting Lenders having or holding greater than 50.0% of the
Adjusted Total Revolving Credit Commitment at such date (or, if the Total Revolving Credit Commitment has been terminated at such
time, a majority of the outstanding principal amount of the Revolving Credit Loans and Revolving Credit Exposure (excluding the
Revolving Credit Exposure of Defaulting Lenders) at such time).


 


“Restoration
Certification” shall mean, with respect to any Recovery Prepayment Event, a certification made by an Authorized Officer
of the Borrower or a Restricted Subsidiary, as applicable, to the Administrative Agent prior to the end of the Reinvestment Period
certifying (a) that the Borrower or such Restricted Subsidiary intends to use the proceeds received in connection with such Recovery
Prepayment Event to repair, restore or replace the property or assets in respect of which such Recovery Prepayment Event occurred,
or otherwise invest in assets useful to the business, (b) the approximate costs of completion of such repair, restoration or replacement
and (c) that such repair, restoration, reinvestment, or replacement will be completed within the later of (x) eighteen months
after the date on which cash proceeds with respect to such Recovery Prepayment Event were received and (y) 180 days after delivery
of such Restoration Certification.


 


“Restricted Investments”
shall mean any Investment other than a Permitted Investment.


 


“Restricted Payments”
shall have the meaning provided in Section 10.6.


 


“Restricted
Payment Amount” shall mean, at any time, the greater of (x) $200,000,000 and (y) 30.0% of Consolidated EBITDA of the
Borrower for the Test Period most recently ended (measured as of such date) based upon the Section 9.1 Financials most recently
delivered on or prior to such date, minus the sum of (a) the amount utilized by the Borrower or any Restricted Subsidiary
to make Restricted Payments in reliance on Section 10.6(f)(iv) and (b) the amount utilized by the Borrower or any Restricted
Subsidiary to prepay, repurchase, redeem or otherwise defease or make similar payments in respect of Junior Debt prior to its
stated maturity made by the Borrower or any Restricted Subsidiary in reliance Section 10.7(a)(iii)(D).


 


“Restricted
Subsidiary” shall mean any Subsidiary of the Borrower other than an Unrestricted Subsidiary. Unless otherwise expressly
provided herein, all references herein to a “Restricted Subsidiary” shall mean a Restricted Subsidiary of the Borrower.


 


“Retained
Asset Sale Proceeds” shall mean that portion of the Net Cash Proceeds of an Asset Sale Prepayment Event or Recovery
Payment Event not required to be offered to prepay Term Loans pursuant to Section 5.2(a)(i) due to the Disposition Percentage
being less than 100%.


 


“Retained Refused Proceeds”
shall have the meaning provided in Section 5.2(c)(ii).


 


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


 


“Revolving
Credit Borrowing” shall mean a borrowing consisting of Revolving Credit Loans of the same Type and Class and, in the
case of Eurodollar Loans, having the same Interest Period made by each of the Revolving Credit Lenders under such Class pursuant
to Section 2.1(b).


 






    -66-


     


    

 


“Revolving
Credit Commitment” shall mean, (a) with respect to each Lender that is a Lender on the Closing Date, the amount set
forth opposite such Lender’s name on Schedule 1.1(a) as such Lender’s “Revolving Credit Commitment,” (b)
in the case of any Lender that becomes a Lender after the Closing Date, the amount specified as such Lender’s “Revolving
Credit Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed a portion of the Total Revolving
Credit Commitment and (c) in the case of any Lender that increases its Revolving Credit Commitment or becomes an Incremental Revolving
Credit Commitment Increase Lender in respect of the Revolving Credit Facility, in each case pursuant to Section 2.14, the amount
specified in the applicable Incremental Agreement, in each case as the same may be changed from time to time pursuant to terms
hereof. The aggregate amount of Revolving Credit Commitments as of the Closing Date is $100,000,000.


 


“Revolving
Credit Commitment Percentage” shall mean, at any time, for each Lender, the percentage obtained by dividing (a) such
Lender’s Revolving Credit Commitment by (b) the aggregate amount of the Revolving Credit Commitments of all Revolving Credit
Lenders; provided that, at any time when the Total Revolving Credit Commitment shall have been terminated, each Lender’s
Revolving Credit Commitment Percentage shall be its Revolving Credit Commitment Percentage as in effect immediately prior to such
termination.


 


“Revolving
Credit Exposure” shall mean, with respect to any Lender at any time, the sum of (a) the aggregate principal amount of
the Revolving Credit Loans of such Lender then outstanding, (b) such Lender’s Letter of Credit Exposure at such time and
(c) such Lender’s Swingline Exposure at such time.


 


“Revolving Credit Extension
Request” shall have the meaning provided in Section 2.15(a)(ii).


 


“Revolving Credit Facility”
shall have the meaning provided in the recitals to this Agreement.


 


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


 


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


 


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


 


“Revolving
Credit Note” shall mean a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns,
in substantially the form of Exhibit G-1 hereto, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit
Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.


 


“Revolving
Credit Termination Date” shall mean the date on which the Revolving Credit Commitments shall have terminated, no Revolving
Credit Loans shall be outstanding and the Letter of Credit Obligations shall have been reduced to zero or Cash Collateralized.


 


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


 


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


 


“Sale Leaseback”
shall mean any transaction or series of related transactions pursuant to which the Borrower or any of the Restricted Subsidiaries
(a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b)
as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially
the same purpose or purposes as the property being sold, transferred or Disposed of.


 


“Sanctions”
shall mean any U.S. sanctions administered by OFAC or the U.S. Department of State, the United Nations Security Council, the European
Union, or Her Majesty’s Treasury.


 


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


 






    -67-


     


    

 


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


 


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


 


“Secured
Cash Management Agreement” shall mean, at the Borrower’s written election to the Administrative Agent, any agreement
relating to Cash Management Services that is entered into by and between Holdings, the Borrower or any Restricted Subsidiary and
a Cash Management Bank.


 


“Secured
Hedging Agreement” shall mean, at the Borrower’s written election to the Administrative Agent, any Hedging Agreement
that is entered into by and between Holdings, the Borrower or any Restricted Subsidiary and any Hedge Bank. For purposes of the
preceding sentence, the Borrower may deliver one notice designating all Hedging Agreements entered into pursuant to a specified
Master Agreement as “Specified Hedging Agreements”.


 


“Secured
Parties” shall mean, collectively, (a) the Lenders, (b) the Letter of Credit Issuers, (c) the Swingline Lender, (d)
the Administrative Agent, (e) the Collateral Agent, (f) each Hedge Bank, (g) each Cash Management Bank, (h) the beneficiaries
of each indemnification obligation undertaken by any Credit Party under the Credit Documents and (i) any successors, endorsees,
transferees and assigns of each of the foregoing.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


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


 


“Security
Agreement” shall mean the Security Agreement, dated as of the Closing Date, among Holdings, the Borrower, the Domestic
Subsidiary grantors party thereto and the Collateral Agent for the benefit of the Secured Parties, substantially in the form of
Exhibit B.


 


“Security
Documents” shall mean, collectively the Security Agreement, the Pledge Agreement, the Mortgages, if any, and each other
security agreement or other instrument or document executed and delivered pursuant to Section 6.2, 9.10, 9.11 or 9.14 and any
Customary Intercreditor Agreement executed and delivered pursuant to Section 10.2 or pursuant to any of the Security Documents.


 


“Senior Unsecured
Notes” shall mean those 7.125% senior unsecured notes due 2024 issued by the Borrower under the Senior Unsecured Notes
Indenture in an initial aggregate principal amount of $1,100,000,000.


 


“Senior Unsecured
Notes Documents” shall mean the Senior Unsecured Notes Indenture and the other documents referred to therein (including
the related guarantee, the notes and notes purchase agreement).


 


“Senior Unsecured
Notes Indenture” shall mean the indenture for the Senior Unsecured Notes, dated as of June 7, 2016, between the Borrower
and Wilmington Trust, National Association, as trustee.


 


“Similar
Business” shall mean any business conducted or proposed to be conducted by the Borrower and the Restricted Subsidiaries
on the Closing Date or any business that is similar, reasonably related, incidental or ancillary thereto.


 


“Software”
shall have the meaning provided in the Security Agreement.


 






    -68-


     


    

 


“Sold Entity
or Business” shall have the meaning provided in the definition of the term “Consolidated EBITDA.”


 


“Solvent”
shall mean, at the time of determination:


 


(a)       each
of the Fair Value and the Present Fair Saleable Value of the assets of a Person and its Subsidiaries taken as a whole exceed their
Stated Liabilities and Identified Contingent Liabilities; and


 


(b)       such
Person and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and


 


(c)       such
Person and its Subsidiaries taken as a whole can pay their Stated Liabilities and Identified Contingent Liabilities as they mature.


 


Defined terms used
in the foregoing definition shall have the meanings set forth in the Solvency Certificate delivered on the Closing Date pursuant
to Section 6.8.


 


“Special
Purpose Subsidiary” shall mean any (a) not-for-profit Subsidiary, (b) captive insurance company or (c) Receivables Subsidiary
and any other Subsidiary formed for a specific bona fide purpose not including substantive business operations and that does not
own any material assets, in each case, that has been designated as a “Special Purpose Subsidiary” by the Borrower.


 


“Specified Debt Incurrence
Prepayment Event” shall have the meaning provided in Section 5.2(a)(i).


 


“Specified
Existing Revolving Credit Commitment” shall mean any Existing Revolving Credit Commitments belonging to a Specified
Existing Revolving Credit Commitment Class.


 


“Specified
Existing Revolving Credit Commitment Class” shall have the meaning provided in Section 2.15(a)(ii).


 


“Specified
Merger Agreement Representations” shall mean the representations and warranties made by, or with respect to, the Target
and its subsidiaries in the Merger Agreement as are material to the interests of the Lenders, but only to the extent that Polaris
Parent (or its affiliates) has the right (taking into account any applicable cure provisions) to terminate its (or their) obligations
under the Merger Agreement or to decline to consummate the Merger (in accordance with the terms thereof) as a result of a breach
of such representations and warranties in the Merger Agreement.


 


“Specified
Representations” shall mean the representations and warranties of the Borrower and the Guarantors set forth in Sections
8.1 (with respect to the organizational existence only of Holdings and the Borrower), the first two sentences of Section 8.2,
Section 8.3(c) (with respect to the Incurrence of the Loans on the Closing Date only, the provision of the Guarantees by the Credit
Parties on the Closing Date and the granting of the Liens on the Collateral by the Credit Parties on the Closing Date), Section
8.5, Section 8.7, Section 8.16, Section 8.19 (with respect to the use of the proceeds of the Loans on the Closing Date), Section
8.20(b) (with respect to the use of the proceeds of the Loans on the Closing Date), Section 8.21 and Section 3.3 of the Security
Agreement (limited to the Security Documents required to be delivered on the Closing Date and the other requirements set forth
in Section 6).


 


“Specified
Restructuring” shall mean any restructuring initiative, cost saving initiative or other similar strategic initiative
of the Borrower or any of its Restricted Subsidiaries after the Closing Date described in reasonable detail in a certificate of
an Authorized Officer delivered by the Borrower to the Administrative Agent.


 


“Specified
Subsidiary” shall mean, at any date of determination, any Restricted Subsidiary that would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect
on the Closing Date.


 






    -69-


     


    

 


“Specified
Transaction” shall mean, with respect to any period, any Investment (including Acquisitions), sale, transfer or other
Disposition of assets or property, Incurrence, Refinancing, prepayment, redemption, repurchase, defeasance, acquisition similar
payment, extinguishment, retirement or repayment of Indebtedness, Restricted Payment, Subsidiary designation, Incremental Term
Loan, provision of Incremental Revolving Credit Commitment Increases, provision of Additional/Replacement Revolving Credit Commitments,
creation of Extended Term Loans or Extended Revolving Credit Commitments or other event that by the terms of the Credit 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.


 


“Sponsor”
shall mean, collectively Hellman & Friedman LLC and/or its Affiliates and any funds, partnerships or other co-investment vehicles
managed, advised or controlled by the foregoing or their respective Affiliates, but excluding any operating portfolio companies
of Hellman & Friedman LLC or any such Affiliate.


 


“SPV” shall
have the meaning provided in Section 13.6(c).


 


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


 


“Stated Amount”
of any Letter of Credit shall mean, unless otherwise specified herein, 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 Issuer Document
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 maximum stated amount of such Letter of Credit after giving pro forma effect to all such increases,
whether or not such maximum stated amount is in effect at such time.


 


“Statutory Reserves”
shall have the meaning provided in the definition of the term “Eurodollar Rate.”


 


“Subordinated
Indebtedness” shall mean any Indebtedness for borrowed money (and any Guarantee Obligations in respect thereof) that
is subordinated expressly by its terms in right of payment to the Obligations.


 


“Subordinated
Indebtedness Documentation” shall mean any document or instrument issued or executed with respect to any Subordinated
Indebtedness.


 


“Subsidiary”
of any Person shall mean and include (a) any corporation more than 50.0% of whose stock of any class or classes having by the
terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at
the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any limited liability
company, partnership, association, Joint Venture or other entity in which such Person directly or indirectly through Subsidiaries
has more than a 50.0% equity interest at the time. Unless otherwise expressly provided, all references herein to a “Subsidiary”
shall mean a Subsidiary of the Borrower.


 


“Subsidiary Guarantor”
shall mean each Guarantor that is a Subsidiary of the Borrower.


 


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


 


“Successor Holdings”
shall have the meaning provided in Section 10.9(b).


 


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


 


“Swap”
shall mean any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section
1a(47) of the Commodity Exchange Act.


 






    -70-


     


    

 





“Swap Obligation”
shall mean any obligation to pay or perform under any Swap.


 


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


 


“Swingline Commitment”
shall mean $25,000,000.


 


“Swingline
Exposure” shall mean, with respect to any Lender, at any time, such Lender’s Revolving Credit Commitment Percentage
of the Swingline Loans outstanding at such time.


 


“Swingline
Lender” shall mean Barclays Bank PLC in its capacity as lender of Swingline Loans hereunder, or such other financial
institution that, after the Closing Date, shall agree to act in the capacity of lender of Swingline Loans hereunder. In the event
that there is more than one Swingline Lender at any time, references herein and in the other Credit Documents to the Swingline
Lender shall be deemed to refer to the Swingline Lender in respect of the applicable Swingline Loan or to all Swingline Lenders,
as the context requires.


 


“Swingline Loan”
shall have the meaning provided in Section 2.1(d)(i).


 


“Swingline
Maturity Date” shall mean, with respect to any Swingline Loan, the date that is three Business Days prior to the Revolving
Credit Maturity Date.


 


“Syndication
Agent” shall mean Goldman Sachs Lending Partners LLC, in its capacity as syndication agent under this Agreement.


 


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


 


“Taxes” shall
have the meaning provided in Section 5.4(a).


 


“Term Loan”
shall mean an Initial Term Loan, an Incremental Term Loan or any Extended Term Loan, as applicable.


 


“Term Loan Exchange
Notes” shall have the meaning provided in Section 2.17(a).


 


“Term Loan Exchange
Effective Date” shall have the meaning provided in Section 2.17(a).


 


“Term Loan Extension
Request” shall have the meaning provided in Section 2.15(a)(i).


 


“Term Loan
Facility” shall mean any of the Initial Term Loan Facility, any Incremental Term Loan Facility and any Extended Term
Loan Facility.


 


“Term Note”
shall mean a promissory note of the Borrower payable to any Initial Term Loan Lender or its registered assigns, in substantially
the form of Exhibit G-2 hereto, evidencing the aggregate Indebtedness of the Borrower to such Initial Term Loan Lender resulting
from the Initial Term Loans made by such Initial Term Loan Lender.


 






    -71-


     


    

 


“Test Period”
shall mean, for any determination under this Agreement, the most recent period of four consecutive fiscal quarters of the Borrower
ended on or prior to such date of determination (taken as one accounting period) in respect of which Section 9.1 Financials shall
have been delivered to the Administrative Agent for each fiscal quarter or fiscal year in such period; provided that, prior
to the first date that Section 9.1 Financials shall have been delivered pursuant to Section 9.1(a) or (b), the Test Period in
effect shall be the period of four consecutive fiscal quarters of the Borrower ended March 31, 2016. A Test Period may be designated
by reference to the last day thereof (i.e. the March 31, 2016 Test Period refers to the period of four consecutive fiscal quarters
of the Borrower ended March 31, 2016), and a Test Period shall be deemed to end on the last day thereof.


 


“Total Additional/Replacement
Revolving Credit Commitment” shall mean the sum of Additional/Replacement Revolving Credit Commitments of all the Lenders
providing any Class of Additional/Replacement Revolving Credit Commitments.


 


“Total Commitment”
shall mean the sum of the Total Initial Term Loan Commitment, the Total Incremental Term Loan Commitment, the Total Revolving
Credit Commitment, the Total Additional/Replacement Revolving Credit Commitment and the Total Extended Revolving Credit Commitment
of each Extension Series.


 


“Total Credit
Exposure” shall mean, at any date, the sum, without duplication, of the Total Revolving Credit Commitment at such date
(or, if the Total Revolving Credit Commitment shall have terminated on such date, the aggregate Revolving Credit Exposure of all
Revolving Credit Lenders at such date), the Total Additional/Replacement Revolving Credit Commitment at such date (or, if the
Total Additional/Replacement Revolving Credit Commitment shall have been terminated on such date, the aggregate exposure of all
Additional/Replacement Revolving Credit Lenders at such date), the Total Extended Revolving Credit Commitment of each Extension
Series at such date (or if the Total Extended Revolving Credit Commitment of any Extension Series shall have been terminated on
such date, the aggregate exposures of all lenders under such series at such date) and the outstanding principal amount of all
Term Loans at such date.


 


“Total Extended
Revolving Credit Commitment” shall mean the sum of all Extended Revolving Credit Commitments of all Lenders under each
Extension Series.


 


“Total Incremental
Term Loan Commitment” shall mean the sum of the Incremental Term Loan Commitments of any Class of Incremental Term Loans
of all the Lenders providing such Class of Incremental Term Loans.


 


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


 


“Total Revolving
Credit Commitment” shall mean, on any date, the sum of the Revolving Credit Commitments on such date of all the Revolving
Credit Lenders.


 


“Transaction
Expenses” shall mean any fees or expenses incurred or paid by the Investors, Polaris Parent, Merger Sub, Holdings, the
Borrower, any of their Subsidiaries or any of their Affiliates in connection with the Transactions, this Agreement and the other
Credit Documents, the Senior Unsecured Notes Documents and the transactions contemplated hereby and thereby.


 


“Transactions”
shall mean, collectively, (a) the formation of Merger Sub and any Parent Entity of Merger Sub for purposes of consummating the
transactions contemplated by the Merger Agreement, (b) the entry into the Merger Agreement, the Commitment Letter, the Fee Letter
and any other Contractual Obligations in connection therewith, (c) the Equity Contribution, including the rollover consummated
by the Rollover Investors, (d) the Merger and the consummation of the other transactions contemplated by the Merger Agreement,
including the payment of the Merger Consideration and the payment of certain Transaction Expenses, (e) the Existing Debt Refinancing,
(f) the Internal Restructuring, (g) the entering into of the Senior Unsecured Notes Documents and the issuance of the Senior Unsecured
Notes in sales pursuant to Rule 144A and Regulation S under the Securities Act, (h) the entering into of the Agreement, the other
Credit Documents, and funding of the Loans on the Closing Date and the consummation of the other transactions contemplated by
this Agreement and the other Credit Documents and (i) the payment of the Transaction Expenses.


 


“Transferee”
shall have the meaning provided in Section 13.6(f).


 






    -72-


     


    

 


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


 


“Treasury Capital Stock”
shall have the meaning provided in Section 10.6(a).


 


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


 


“UCC”
shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state
or jurisdiction.


 


“UCP”
shall mean, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber
of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).


 


“Unfunded
Current Liability” of any Pension Plan shall mean the amount, if any, by which the present value of the accrued benefits
under the Pension Plan exceeds the Fair Market Value of the assets allocable thereto as of the close of its most recent plan year,
determined in both cases using the applicable assumptions promulgated under Section 430 of the Code.


 


“United States Tax
Compliance Certificate” shall have the meaning provided in Section 5.4(d).


 


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


 


“Unrestricted
Subsidiary” shall mean (a) any Subsidiary of the Borrower that is formed or acquired after the Closing Date and is designated
as an Unrestricted Subsidiary by the Borrower pursuant to Section 9.15 subsequent to the Closing Date, (b) any existing Restricted
Subsidiary of the Borrower that is designated as an Unrestricted Subsidiary by the Borrower pursuant to Section 9.15 subsequent
to the Closing Date and (c) any Subsidiary of an Unrestricted Subsidiary.


 


“Voting Stock”
shall mean, with respect to any Person, shares of such Person’s Capital Stock that is at the time generally entitled, without
regard to contingencies, to vote in the election of the Board of Directors of such Person. To the extent that a partnership agreement,
limited liability company agreement or other agreement governing a partnership or limited liability company provides that the
members of the Board of Directors of such partnership or limited liability company (or, in the case of a limited partnership whose
business and affairs are managed or controlled by its general partner, the Board of Directors of the general partner of such limited
partnership) is appointed or designated by one or more Persons rather than by a vote of Voting Stock, each of the Persons who
are entitled to appoint or designate the members of such Board of Directors will be deemed to own a percentage of Voting Stock
of such partnership or limited liability company equal to (a) the aggregate votes entitled to be cast on such Board of Directors
by the members of such Board of Directors which such Person or Persons are entitled to appoint or designate divided by (b) the
aggregate number of votes of all members of such Board of Directors.


 


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


 


“Wholly-Owned
Subsidiary” shall mean a Subsidiary of a Person, all of the outstanding Capital Stock of which (other than (x) any director’s
qualifying shares and (y) shares issued to other Persons to the extent required by Applicable Law) are owned by such Person and/or
by one or more wholly-owned Subsidiaries of such Person.


 






    -73-


     


    

 


“Withdrawal
Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Title IV of ERISA.


 


“Withholding
Agent” shall mean any Credit Party, the Administrative Agent and, in the case of any U.S. federal withholding tax, any
other withholding agent, if applicable.


 


“Write-Down
and Conversion Power” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU Bail-In Legislation Schedule.


 


1.2       Other
Interpretive Provisions. With reference to this Agreement and each other Credit Document, unless otherwise specified herein
or in such other Credit Document:


 


(a)       The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b)       The
words “herein,” “hereto,” “hereof” and “hereunder”
and words of similar import when used in any Credit Document shall refer to such Credit Document as a whole and not to any particular
provision thereof.


 


(c)       The
term “including” is by way of example and not limitation.


 


(d)       Section,
Exhibit and Schedule references are to the Credit Document in which such reference appears.


 


(e)       The
term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form.


 


(f)        In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”; the words “to” and “until” each mean “to but excluding”;
and the word “through” means “to and including.”


 


(g)       Section
headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Credit Document.


 


(h)       Any
reference to any Person shall be constructed to include such Person’s successors or assigns (subject to any restrictions
on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have
succeeded to any or all of the functions thereof.


 


(i)       Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.


 


(j)        The
word “will” shall be construed to have the same meaning as the word “shall.”


 


(k)       The
words “asset” and “property” shall be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 






    -74-


     


    

 


1.3       Accounting
Terms.


 


(a)       All
accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP, applied in a manner consistent with that used in preparing the Historical Financial Statements, except as otherwise
specifically prescribed herein; provided, however, that if the Borrower notifies the Administrative Agent that the
Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change occurring after the Closing
Date on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request
an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such Accounting
Change, then such provision shall be interpreted as if such Accounting Change had not occurred until such notice shall have been
withdrawn or such provision amended in accordance herewith.


 


(b)       Where
reference is made to “the Borrower and its Restricted Subsidiaries, on a consolidated basis” or similar language,
such consolidation shall not include any Subsidiaries of the Borrower other than Restricted Subsidiaries.


 


(c)       Notwithstanding
any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations
of amounts and ratios referred to herein shall be made, without giving effect to any election under the Financial Accounting Standards
Board’s Accounting Standards Codification No. 825—Financial Instruments, or any successor thereto (including pursuant
to the Accounting Standards Codification), to value any Indebtedness of Holdings, the Borrower or any Subsidiary at “fair
value” as defined therein.


 


(d)       For
the avoidance of doubt, notwithstanding any classification under GAAP of any Person or business in respect of which a definitive
agreement for the Disposition thereof has been entered into as discontinued operations, the Net Income of such Person or business
shall not be excluded from the calculation of Net Income until such Disposition shall have been consummated.


 


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


 


1.5       References
to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organizational Documents, agreements
(including the Credit Documents) and other Contractual Obligations shall be deemed to include all subsequent amendments, restatements,
amendment and restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments,
restatements, amendment and restatements, extensions, supplements and other modifications are permitted by this Agreement; and
(b) references to any Applicable Law shall include all statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting such Applicable Law.


 


1.6       Times
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or
standard, as applicable, for times of the day in New York City, New York).


 


1.7       Timing
of Payment or Performance. Except as otherwise provided herein, when the payment of any obligation or the performance of any
covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such
payment (other than as described in Section 2.5 or Section 2.9) or performance shall extend to the immediately succeeding Business
Day.


 






    -75-


     


    

 


1.8       Currency
Equivalents Generally.


 


(a)       For
purposes of any determination under Section 9, Section 10 (other than Section 10.10) or Section 11 or any determination under
any other provision of this Agreement requiring the use of a current exchange rate, all amounts Incurred or proposed to be Incurred
in currencies other than Dollars shall be translated into Dollars at the Exchange Rate then in effect on the date of such determination;
provided, however, that (x) for purposes of determining compliance with Section 10 with respect to the amount of
any Indebtedness, Investment, Disposition, Restricted Payment or payment under Section 10.7 in a currency other than Dollars,
no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after
the time such Indebtedness or Investment is Incurred or Disposition, Restricted Payment or payment under Section 10.7 is made,
(y) for purposes of determining compliance with any Dollar-denominated restriction on the Incurrence of Indebtedness, if such
Indebtedness is Incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the
applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency Exchange Rate in effect on the
date of such Refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal
amount of the Indebtedness that is Incurred to Refinance such Indebtedness does not exceed the principal amount (or accreted amount)
of such Indebtedness being Refinanced, except by an amount equal to the accrued interest, dividends and premium (including tender
premiums), if any, thereon plus defeasance costs, underwriting discounts and other amounts paid and fees and expenses (including
OID, closing payments, upfront fees and similar fees) incurred in connection with such Refinancing plus an amount equal to any
existing commitment unutilized and letters of credit undrawn thereunder and (z) for the avoidance of doubt, the foregoing provisions
of this Section 1.8 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or
Investment may be Incurred or Disposition, Restricted Payment or payment under Section 10.7 may be made at any time under such
Sections. For purposes of Section 10.10, amounts in currencies other than Dollars shall be translated into Dollars at the applicable
exchange rates used in preparing the most recently delivered financial statements pursuant to Section 9.1(a) or (b).


 


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


 


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


 


1.10       [Reserved]


 


1.11     Limited
Condition Acquisitions.


 


(a)       In
connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance
with any provision of this Agreement that requires that no Default, Event of Default or specified Event of Default, as applicable,
has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower,
be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date
on which the definitive acquisition agreements for such Limited Condition Acquisition are entered. For the avoidance of doubt,
if the Borrower has exercised its option under the first sentence of this clause (a), and any Default, Event of Default or specified
Event of Default occurs following the date on which the definitive acquisition agreements for the applicable Limited Condition
Acquisition were entered into and prior to or on the date of the consummation of such Limited Condition Acquisition, any such
Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for purposes of
determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.


 


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


 


(i)       determining
compliance with any provision of this Agreement which requires the calculation of the Consolidated First Lien Debt to Consolidated
EBITDA Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated Total Debt to Consolidated EBITDA Ratio
or the Consolidated EBITDA to Consolidated Interest Expense Ratio; or


 


(ii)       testing
baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA);


 






    -76-


     


    

 


in each case, at the option of the Borrower
(the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA
Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date
on which the definitive acquisition agreements for such Limited Condition Acquisition are entered into (the “LCA Test
Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be
entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had
occurred at the beginning of the Test Period most recently ended on or prior to the applicable LCA Test Date, the Borrower could
have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed
to have been complied with. For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets
for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of fluctuations in any such ratio
or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets of the Borrower or the Person subject
to such Limited Condition Acquisition, on or prior to the date of consummation of the relevant transaction or action, such baskets
or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election
for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or test with respect to
the Incurrence of Indebtedness or Liens, or the making of distributions or Restricted Payments, Investments, payments pursuant
to Section 10.7, Dispositions, mergers, Dispositions of all or substantially all of the assets of the Borrower or the designation
of an Unrestricted Subsidiary on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited
Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated or expires
without consummation of such Limited Condition Acquisition, any such ratio or test shall be calculated on a pro forma basis assuming
such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and
the use of proceeds thereof) have been consummated.


 


1.12     Pro
Forma and Other Calculations.


 


(a)       Notwithstanding
anything to the contrary herein, financial ratios and tests (including measurements of Consolidated Total Assets or Consolidated
EBITDA), including the Consolidated EBITDA to Consolidated Interest Expense Ratio, Consolidated First Lien Debt to Consolidated
EBITDA Ratio, Consolidated Secured Debt to Consolidated EBITDA Ratio and Consolidated Total Debt to Consolidated EBITDA Ratio
shall be calculated in the manner prescribed by this Section 1.12; provided that, notwithstanding anything to the contrary
in clauses (b), (c), (d) or (e) of this Section 1.12, when calculating the Consolidated First Lien Debt to Consolidated EBITDA
Ratio for purposes of (i) the definition of “Applicable Margin,” and (ii) Section 5.2(a)(i) and Section 5.2(a)(ii),
the events described in this Section 1.12 that occurred subsequent to the end of the applicable Test Period shall not be given
pro forma effect; provided, however, that for purposes of any determination under the proviso to Section 5.2(a)(ii),
Consolidated First Lien Debt shall be determined after giving pro forma effect to any voluntary prepayments of Term Loans made
pursuant to Section 5.1 after the end of the Borrower’s most recently ended full fiscal year and prior to the date of the
applicable payment to be made pursuant to such Section 5.2(a)(ii) assuming such prepayments had been made on the last day of such
fiscal year. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis or requires pro forma compliance,
the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference
to, and shall be based on, the most recently ended Test Period for which Section 9.1 Financials have been delivered.


 


(b)       For
purposes of calculating any financial ratio or test (including Consolidated Total Assets or Consolidated EBITDA), Specified Transactions
(with any Incurrence or Refinancing of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.12)
that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously
with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all
such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used
therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case
of Consolidated Total Assets or “unrestricted” cash and Cash Equivalents, on the last day of the applicable Test Period).
If, since the beginning of any applicable Test Period, any Person that subsequently became a Restricted Subsidiary or was merged,
amalgamated or consolidated with or into the Borrower or any Restricted Subsidiary since the beginning of such Test Period shall
have made any Specified Transaction that would have required adjustment pursuant to this Section 1.12, then such financial ratio
or test (including Consolidated Total Assets and Consolidated EBITDA) shall be calculated to give pro forma effect thereto in
accordance with this Section 1.12.


 






    -77-


     


    





 


(c)       Whenever
pro forma effect or a determination of pro forma compliance is to be given to a Specified Transaction or a Specified Restructuring,
the pro forma calculations shall be made in good faith by an Authorized Officer of the Borrower and may include, for the avoidance
of doubt, the amount of “run rate” cost savings, operating expense reductions and cost synergies and other synergies
projected by the Borrower in good faith to result from or relating to any Specified Transaction (including the Transactions) or
Specified Restructuring that is being given pro forma effect or for which a determination of pro forma compliance is being made
that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating
expense reductions, cost synergies or other synergies have been taken, have been committed to be taken, with respect to which
substantial steps have been taken or which are expected to be taken (in the good faith determination of the Borrower) (calculated
on a pro forma basis as though such cost savings, operating expense reductions, cost synergies and other synergies had been realized
on the first day of such period and as if such cost savings, operating expense reductions, cost synergies and other synergies
were realized during the entirety of such period and “run rate” means the full recurring benefit for a period that
is associated with any action taken, any action committed to be taken, any action with respect to which substantial steps have
been taken or any action that is expected to be taken (including any savings expected to result from the elimination of Public
Company Costs) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall
be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which
the effects thereof are expected to be realized) relating to such Specified Transaction or Specified Transaction, and any such
adjustments included in the initial pro forma calculations shall continue to apply to subsequent calculations of such financial
ratios or tests, including during any subsequent test periods in which the effects thereof are expected to be realizable; provided
that (A) such amounts are reasonably identifiable in the good faith judgment of the Borrower, (B) such actions are taken,
such actions are committed to be taken, substantial steps with respect to such action have been taken or such actions are expected
to be taken no later than eight fiscal quarters after the date of consummation of such Specified Transaction or the date of initiation
of such Specified Restructuring (or, with respect to the Transactions, twelve fiscal quarters) and (C) no amounts shall be added
to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components
thereof), whether through a pro forma adjustment or otherwise, with respect to such period.


 


(d)       In
the event that the Borrower or any Restricted Subsidiary Incurs (including by assumption or guarantee) or Refinances (including
by redemption, repurchase, repayment, retirement or extinguishment) any Indebtedness, in each case included in the calculations
of any financial ratio or test, (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period
and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or
test shall be calculated giving pro forma effect to such Incurrence or Refinancing of Indebtedness (including pro forma effect
to the application of the net proceeds therefrom), in each case to the extent required, as if the same had occurred on the last
day of the applicable Test Period (except in the case of the Consolidated EBITDA to Consolidated Interest Expense Ratio (or similar
ratio), in which case such Incurrence or Refinancing of Indebtedness will be given effect, as if the same had occurred on the
first day of the applicable Test Period); provided that, with respect to any Incurrence of Indebtedness permitted by the
provisions of this Agreement in reliance on the pro forma calculation of the Consolidated First Lien Debt to Consolidated EBITDA
Ratio, the Consolidated Secured Debt to Consolidated EBITDA Ratio, the Consolidated EBITDA to Consolidated Interest Expense Ratio
and/or the Consolidated Total Debt to Consolidated EBITDA Ratio, as applicable, shall not give pro forma effect to any Indebtedness
being Incurred (or expected to be Incurred) substantially simultaneously or contemporaneously with the Incurrence of any such
Indebtedness in reliance on any “basket” set forth in this Agreement (including the Incremental Base Amount, any “baskets”
measured as a percentage of Consolidated Total Assets or Consolidated EBITDA) including any Credit Event under the Revolving Credit
Facility or, except to the extent expressly required to be calculated otherwise in Section 2.14 or Section 10.1(u), any Additional/Replacement
Revolving Credit Facility.


 






    -78-


     


    

 


(e)       Whenever
pro forma effect is to be given to a pro forma event, the pro forma calculations shall be made in good faith by an Authorized
Officer of the Borrower. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest
on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated
EBITDA to Consolidated Interest Expense Ratio is made had been the applicable rate for the entire period (taking into account
any interest Hedging Agreements applicable to such Indebtedness). To the extent interest expense generated by Hedging Obligations
that have been terminated is included in Consolidated Interest Expense prior to the date of the event for which the calculation
of the Consolidated EBITDA to Consolidated Interest Expense Ratio is being made, Consolidated Interest Expense shall be adjusted
to exclude such expense. Interest on a Financing Lease Obligation shall be deemed to accrue at an interest rate reasonably determined
by an Authorized Officer of the Borrower to be the rate of interest implicit in such Financing Lease Obligation in accordance
with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar
rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen,
or if none, then based upon such optional rate chosen as the Borrower or applicable Restricted Subsidiary may designate. For purposes
of making the computations referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro
forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period or, if lower,
the maximum commitments under such revolving credit facility as of the date of the event for which the calculation of the Consolidated
EBITDA to Consolidated Interest Expense Ratio is being made, except as set forth in Section 1.12(d).


 


(f)       Any
such pro forma calculation may include, without limitation, (1) all adjustments of the type described in clause (a)(viii) of the
definition of “Consolidated EBITDA” to the extent such adjustments, without duplication, continue to be applicable
to such Test Period, and (2) adjustments calculated in accordance with Regulation S-X under the Securities Act.


 


SECTION 2.     Amount
and Terms of Credit Facilities.


 


2.1       Loans.


 


(a)       Subject
to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to
make a loan or loans (each, an “Initial Term Loan”) to the Borrower, which Initial Term Loans (i) shall not
exceed, for any such Lender, the Initial Term Loan Commitment of such Lender, (ii) shall not exceed, in the aggregate, the Total
Initial Term Loan Commitment, (iii) shall be made on the Closing Date and shall be denominated in Dollars, (iv) may, at the option
of the Borrower, be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided that all
such Initial Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise provided herein, consist
entirely of Initial Term Loans of the same Type and (v) may be repaid or prepaid in accordance with the provisions hereof, but
once repaid or prepaid may not be reborrowed. On the Initial Term Loan Maturity Date, all outstanding Initial Term Loans shall
be repaid in full.


 


(b)       (i)
Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make a loan or
loans (each, a “Revolving Credit Loan”) to the Borrower in U.S. Dollars, which Revolving Credit Loans (A) shall
not exceed, for any such Lender, the Revolving Credit Commitment of such Lender, (B) shall not, after giving pro forma effect
thereto and to the application of the proceeds thereof, result in such Lender’s Revolving Credit Exposure at such time exceeding
such Lender’s Revolving Credit Commitment at such time, (C) shall not, after giving pro forma effect thereto and to the
application of the proceeds thereof, at any time result in the aggregate amount of all Lenders’ Revolving Credit Exposures
exceeding the Total Revolving Credit Commitment then in effect, (D) shall be made at any time and from time to time on and after
the Closing Date and prior to the Revolving Credit Maturity Date (provided that notwithstanding the foregoing, the aggregate
amount of all Revolving Credit Loans made on the Closing Date shall not exceed the Initial Revolving Borrowing Amount), (E) may
at the option of the Borrower be Incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; provided
that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically
provided herein, consist entirely of Revolving Credit Loans of the same Type and (F) may be repaid and reborrowed in accordance
with the provisions hereof.


 


(ii)       On
the Revolving Credit Maturity Date, all outstanding Revolving Credit Loans shall be repaid in full and the Revolving Credit Commitments
shall terminate.


 


(c)       Each
Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make
such Eurodollar Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower to
repay such Eurodollar Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased
costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it to take, or refrain from taking,
actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines
would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this
Agreement, the provisions of Section 2.10 shall apply).


 






    -79-


     


    

 


(d)       (i)
Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any
time and from time to time on and after the Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each,
a “Swingline Loan”) to the Borrower in U.S. Dollars, which Swingline Loans (A) shall be ABR Loans, (B) shall
have the benefit of the provisions of Section 2.1(d)(ii), (C) shall not exceed at any time outstanding the Swingline Commitment,
(D) shall not, after giving pro forma effect thereto and to the application of the proceeds thereof, result at any time in the
aggregate amount of all Lenders’ Revolving Credit Exposures exceeding the Total Revolving Credit Commitment then in effect,
(E) may be repaid and reborrowed in accordance with the provisions hereof and (F) shall mature no later than the date ten Business
Days after such Swingline Loan is made. On the Swingline Maturity Date, all outstanding Swingline Loans shall be repaid in full.
The Swingline Lender shall not make any Swingline Loan after receiving a written notice from either the Borrower or the Administrative
Agent stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have
received written notice (x) of rescission of all such notices from the party or parties originally delivering such notice, (y)
of the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or (z) from the Administrative
Agent that such Default or Event of Default is no longer continuing.


 


(ii)       On
any Business Day, the Swingline Lender may, in its sole discretion, give notice to the Revolving Credit Lenders, with a copy to
the Borrower, that all then-outstanding Swingline Loans shall be funded with a Borrowing of Revolving Credit Loans, in which case
Revolving Credit Loans constituting ABR Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made
on the same Business Day by all Revolving Credit Lenders pro rata based on each such Lender’s Revolving Credit Commitment
Percentage, and the proceeds thereof shall be applied directly to the Swingline Lender to repay the Swingline Lender for such
outstanding Swingline Loans. Each Revolving Credit Lender hereby irrevocably agrees to make such Revolving Credit Loans upon same
Business Days’ notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence
and on the date specified to it in writing by the Swingline Lender notwithstanding (i) that the amount of the Mandatory Borrowing
may not comply with the minimum amount for each Borrowing specified in Section 2.2, (ii) whether any conditions specified in Section
7 are then satisfied, (iii) whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory
Borrowing or (v) any reduction in the Total Revolving Credit Commitment after any such Swingline Loans were made. In the event
that, in the sole judgment of the Swingline Lender, any Mandatory Borrowing cannot for any reason be made on the date otherwise
required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in respect of the Borrower),
each Revolving Credit Lender hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty)
such participation of the outstanding Swingline Loans as shall be necessary to cause each such Lender to share in such Swingline
Loans ratably based upon their respective Revolving Credit Commitment Percentages; provided that all principal and interest
payable on such Swingline Loans shall be for the account of the Swingline Lender until the date the respective participation is
purchased and, to the extent attributable to the purchased participation, shall be payable to the Lender purchasing the same from
and after such date of purchase.


 


(iii)       The
Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more applicable Revolving Credit
Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Credit Lender of an appointment
as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory
to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline
Lender, and, from and after the effective date of such agreement, (i) such Revolving Credit Lender shall have all the rights and
obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall
be deemed to include such Revolving Credit Lender in its capacity as a lender of Swingline Loans hereunder.


 






    -80-


     


    

 


(iv)       The
Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written
notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective
upon the earlier of (i) the Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following
the date of the delivery thereof; provided that no such termination shall become effective until and unless the Swingline
Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination,
the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under
this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline
Loans.


 


2.2       Minimum
Amount of Each Borrowing; Maximum Number of Borrowings. The aggregate principal amount of each Borrowing of Term Loans or
Revolving Credit Loans shall be in a multiple of $500,000, and Swingline Loans shall be in a multiple of $100,000, and, in each
case, shall not be less than the Minimum Borrowing Amount with respect for such Type of Loans (except that that Mandatory Borrowings
shall be made in the amounts required by Section 2.1(d) and Revolving Credit Loans to reimburse the Letter of Credit Issuer with
respect to any Unpaid Drawing shall be made in the amounts required by Section 3.3 or Section 3.4, as applicable). More than one
Borrowing may be Incurred on any date; provided that at no time shall there be outstanding more than twelve (12) Eurodollar
Borrowings under this Agreement (which number of Eurodollar Borrowings may be increased or adjusted by agreement between the Borrower
and the Administrative Agent in connection with any Incremental Facility or Extended Loans/Commitments). For purposes of the foregoing,
Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate
Borrowings.


 


2.3       Notice
of Borrowing.


 


(a)       The
Borrower shall give the Administrative Agent at the Administrative Agent’s Office (i) prior to 1:00 p.m. (New York City
time) at least three Business Days’ prior written notice of the Borrowing of Initial Term Loans or any Borrowing of Incremental
Term Loans (unless otherwise set forth in the applicable Incremental Agreement), as the case may be, if all or any of such Term
Loans are to be initially Eurodollar Loans and (ii) written notice prior to 10:00 a.m. (New York City time) on the date of the
Borrowing of Initial Term Loans or any Borrowing of Incremental Term Loans, as the case may be, if all or any of such Term Loans
are to be ABR Loans; provided that any notice of a Borrowing to be made on the Closing Date or any Incremental Facility
Closing Date (whether Eurodollar Loans or ABR Loans) may be given not later than 11:00 a.m. (New York City time) (or such later
date as the Administrative Agent may reasonably agree) one Business Day prior to the date of the proposed Borrowing, which notice
may be subject to the effectiveness of the Credit Agreement. Such notice (together with each notice of a Borrowing of Revolving
Credit Loans pursuant to Section 2.3(b) and each notice of a Borrowing of Swingline Loans pursuant to Section 2.3(c), a “Notice
of Borrowing”) shall be in substantially the form of Exhibit D and shall specify (i) the aggregate principal amount
of the Initial Term Loans or Incremental Term Loans, as the case may be, to be made, (ii) the date of the Borrowing (which shall
be, (x) in the case of the Initial Term Loans, the Closing Date, and, (y) in the case of the Incremental Term Loans, the applicable
Incremental Facility Closing Date in respect of such Class) and (iii) whether the Initial Term Loans or Incremental Term Loans,
as the case may be, shall consist of ABR Loans and/or Eurodollar Loans and, if the Initial Term Loans or Incremental Term Loans,
as the case may be, are to include Eurodollar Loans, the Interest Period to be initially applicable thereto; provided that
the Notice of Borrowing for a Borrowing of Term Loans shall be revocable so long as the Borrower agrees to comply with the applicable
provisions of Section 2.11 upon any such revocation. The Administrative Agent shall promptly give each Lender written notice (or
telephonic notice promptly confirmed in writing) of each proposed Borrowing of Initial Term Loans or Incremental Term Loans, as
the case may be, of such Lender’s proportionate share thereof and of the other matters covered by the related Notice of
Borrowing.


 


(b)       Whenever
the Borrower desires to Incur Revolving Credit Loans hereunder (other than Mandatory Borrowing or borrowings to repay Unpaid Drawings
under Letters of Credit), it shall give the Administrative Agent at the Administrative Agent’s Office, (i) prior to 1:00
p.m. (New York City time) at least three Business Days’ prior written notice of each Borrowing of Revolving Credit Loans
that are to be initially Eurodollar Loans and (ii) prior to 10:00 a.m. (New York City time) on the date of such Borrowing prior
written notice of each Borrowing of Revolving Credit Loans that are to be ABR Loans; provided that any Notice of Borrowing
to be made on the Closing Date or on any Incremental Facility Closing Date (whether Eurodollar Loans or ABR Loans) may be given
not later than 11:00 a.m. (New York City time) (or such later date as the Administrative Agent may reasonably agree) one Business
Day prior to the date of the proposed Borrowing, which notice may be subject to the effectiveness of the Credit Agreement. Each
such Notice of Borrowing, except as otherwise expressly provided in Section 2.10, shall be irrevocable and shall specify (i) the
aggregate principal amount of the Revolving Credit Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which
shall be a Business Day) and (iii) whether the respective Borrowing shall consist of ABR Loans and/or Eurodollar Loans, and, if
Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender
written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing of Revolving Credit Loans, of such
Lender’s proportionate share thereof and of the other matters covered by the related Notice of Borrowing.


 






    -81-


     


    

 


(c)       Whenever
the Borrower desires to Incur Swingline Loans hereunder, the Borrower shall give the Administrative Agent written notice of each
Borrowing of Swingline Loans prior to 2:00 p.m. (New York City time) or such later time as agreed by the Swingline Lender on the
date of such Borrowing. Each such notice shall specify (i) the aggregate principal amount of the Swingline Loans to be made pursuant
to such Borrowing and (ii) the date of Borrowing (which shall be a Business Day). The Administrative Agent shall promptly give
the Swingline Lender written notice of each proposed Borrowing of Swingline Loans and of the other matters covered by the related
Notice of Borrowing.


 


(d)       Mandatory
Borrowings shall be made upon the notice specified in Section 2.1(d)(ii) with the Borrower irrevocably agreeing, by its Incurrence
of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section.


 


(e)       Borrowings
of Revolving Credit Loans to reimburse Unpaid Drawings under Letters of Credit shall be made upon the terms set forth in Section
3.3 or Section 3.4(a).


 


(f)        If
the Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the applicable Loans shall be made as Eurodollar Loans
with an Interest Period of one (1) month. If the Borrower requests a Borrowing of Eurodollar Loans, in any such Notice of Borrowing,
but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurodollar Loans), it will
be deemed to have specified an Interest Period of one (1) month.


 


2.4       Disbursement
of Funds.


 


(a)       No
later than the later of 12:00 p.m. (New York City time) on the date specified in each Notice of Borrowing (including Mandatory
Borrowings and Borrowings to reimburse Unpaid Drawings under Letters of Credit) and one hour after written notice of such Borrowing
is delivered by the Administrative Agent to such Lender, each Lender will make available its pro rata portion, if any,
of each Borrowing requested to be made on such date in the manner provided below; provided that, on the Closing Date (or,
with respect to any Incremental Facilities, on the relevant Incremental Facilities Closing Date), such funds may be made available
at such earlier time as may be agreed among the relevant Lenders, the Borrower and the Administrative Agent for the purpose of
consummating the Transactions; provided, further, that all Swingline Loans shall be made available to the Borrower
in the full amount thereof by the Swingline Lender no later than one hour after written notice of such Borrowing is delivered
by the Administrative Agent to the Swingline Lender.


 


(b)       (i)
Each Lender shall make available all amounts it is to fund to the Borrower under any Borrowing for its applicable Commitments
in immediately available funds to the Administrative Agent at the Administrative Agent’s Office and the Administrative Agent
will (except in the case of Mandatory Borrowings and Borrowings to repay Unpaid Drawings under Letters of Credit) make available
to the Borrower by depositing to an account designated by the Borrower to the Administrative Agent in writing, the aggregate of
the amounts so made available in Dollars. Unless the Administrative Agent shall have been notified by any Lender prior to the
date of any such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing
or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to
the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its
sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding
amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available
same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such
Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative
Agent shall promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative
Agent in Dollars. The Administrative Agent shall also be entitled to recover from such Lender or the Borrower, as the case may
be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by
the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to (i) if paid by such Lender, the Federal Funds Effective Rate, or (ii) if paid by the Borrower, the then-applicable
rate of interest, calculated in accordance with Section 2.8, for the respective Loans. If the Borrower and such Lender shall pay
such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit
to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable
Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing.


 






    -82-


     


    

 


(ii)       The
Swingline Lender shall make available all amounts it is to fund to the Borrower under any Borrowing of Swingline Loans in immediately
available funds to the Borrower (as specified in the applicable Notice of Borrowing), by depositing to an account designated by
the Borrower to the Swingline Lender in writing or otherwise in such Notice of Borrowing, the aggregate of the amount so made
available.


 


(c)       Nothing
in this Section 2.4, including any payment by the Borrower, shall be deemed to relieve any Lender from its obligation to fulfill
its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default
by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender
to fulfill its commitments hereunder).


 


2.5       Repayment
of Loans; Evidence of Debt.


 


(a)       The
Borrower agrees to repay to the Administrative Agent, for the benefit of the applicable Lenders, (i) on the Initial Term Loan
Maturity Date, all then outstanding Initial Term Loans, (ii) on the relevant Incremental Term Loan Maturity Date for any Class
of Incremental Term Loans, any then outstanding Incremental Term Loans of such Class, (iii) on the Revolving Credit Maturity Date,
the then outstanding Revolving Credit Loans, (iv) on the relevant maturity date for any Class of Additional/Replacement Revolving
Credit Commitments, all then outstanding Additional/Replacement Revolving Credit Loans of such Class, (v) on the relevant maturity
date for any Class of Extended Term Loans, all then outstanding Extended Term Loans of such Class, (vi) on the relevant maturity
date for any Class of Extended Revolving Credit Commitments, all then outstanding Extended Revolving Credit Loans of such Class
and (vii) on the Swingline Maturity Date, the then outstanding Swingline Loans.


 


(b)       The
Borrower shall repay to the Administrative Agent, in Dollars, for the ratable benefit of the Initial Term Loan Lenders, on the
last Business Day of each March, June, September and December, beginning September 30, 2016 (each, an “Initial Term Loan
Repayment Date”), a principal amount of the Initial Term Loans equal to (i) the product of (x) the aggregate principal
amount of Initial Term Loans outstanding immediately after the Borrowing of Initial Term Loans on the Closing Date multiplied
by (y) 0.25% (with respect to each Initial Term Loan Repayment Date prior to the Initial Term Loan Maturity Date, as such product
may be reduced by, and after giving pro forma effect to, any voluntary and mandatory prepayments made in accordance with Section
5 or as contemplated by Section 2.15) or (ii) the aggregate principal amount of Initial Term Loans then outstanding (with respect
to the Initial Term Loan Maturity Date) (each amount, an “Initial Term Loan Repayment Amount”).


 


(c)       In
the event any Incremental Term Loans are made, such Incremental Term Loans shall mature and be repaid in amounts and on dates
as agreed between the Borrower and the relevant Lenders of such Incremental Term Loans in the applicable Incremental Agreement,
subject to the requirements set forth in Section 2.14. In the event that any Extended Term Loans are established, such Extended
Term Loans shall, subject to the requirements of Section 2.15, mature and be repaid by the Borrower in the amounts (each such
amount, an “Extended Term Loan Repayment Amount”) and on the dates (each an “Extended Repayment Date”)
set forth in the applicable Extension Agreement. In the event any Extended Revolving Credit Commitments are established, such
Extended Revolving Credit Commitments shall, subject to the requirements of Section 2.15, be terminated (and all Extended Revolving
Credit Loans of the same Extension Series repaid) on dates set forth in the applicable Extension Agreement.


 


(d)       Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower
to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time
to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time
under this Agreement.


 






    -83-


     


    

 





(e)       The
Administrative Agent, on behalf of the Borrower, shall maintain the Register pursuant to Section 13.6(b)(v), and a subaccount
for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount of each Loan made hereunder,
whether such Loan is an Initial Term Loan, an Incremental Term Loan (and the relevant Class thereof), a Revolving Credit Loan,
an Additional/Replacement Revolving Credit Loan (and the relevant Class thereof), an Extended Term Loan (and the relevant Class
thereof), an Extended Revolving Credit Loan (and the relevant Class thereof), or a Swingline Loan, as applicable, the Type of
each Loan made and the Interest Period, if any, applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender or the Swingline Lender hereunder, (iii) the amount of any sum received
by the Administrative Agent hereunder from the Borrower and each Lender’s share thereof and (iv) any cancellation or retirement
of Loans contemplated by Section 13.6(i).


 


(f)       The
entries made in the Register and accounts and subaccounts maintained pursuant to paragraphs (d) and (e) of this Section 2.5 shall,
to the extent permitted by Applicable Law, be prima facie evidence of the existence and amounts of the obligations of the Borrower
therein recorded and, in the case of the Register, shall be conclusive absent manifest error; provided, however, that the
failure of any Lender or the Administrative Agent to maintain such account, such Register or such subaccount, as applicable, or
any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans
made to the Borrower in accordance with the terms of this Agreement.


 


(g)       For
the avoidance of doubt, all Loans shall be repaid, whether pursuant to this Section 2.5 or otherwise, in Dollars.


 


2.6       Conversions
and Continuations.


 


(a)       The
Borrower shall have the option on any Business Day, subject to Section 2.11, to convert all or a portion equal to at least the
Minimum Borrowing Amount of the outstanding principal amount of Term Loans, Revolving Credit Loans, Additional/Replacement Revolving
Credit Loans or Extended Revolving Credit Loans of one Type into a Borrowing or Borrowings of another Type and except as otherwise
provided herein the Borrower shall have the option on the last day of an Interest Period to continue the outstanding principal
amount of any Eurodollar Loans as Eurodollar Loans for an additional Interest Period; provided that (i) no partial conversion
of Eurodollar Loans shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to a single Borrowing to less
than the Minimum Borrowing Amount, (ii) ABR Loans may not be converted into Eurodollar Loans if an Event of Default is in existence
on the date of the conversion and the Administrative Agent has, or the Required Lenders have, determined in its or their sole
discretion not to permit such conversion, (iii) Eurodollar Loans may not be continued as Eurodollar Loans for an additional Interest
Period if an Event of Default is in existence on the date of the proposed continuation and the Administrative Agent has, or the
Required Lenders have, determined in its or their sole discretion not to permit such continuation, and (iv) Borrowings resulting
from conversions pursuant to this Section 2.6 shall be limited in number as provided in Section 2.2. Each such conversion or continuation
shall be effected by the Borrower giving the Administrative Agent at the Administrative Agent’s Office prior to 1:00 p.m.
(New York City time) at least (i) three Business Days’, in the case of a continuation of, or conversion to, Eurodollar Loans
or (ii) the same Business Day in the case of a conversion into ABR Loans), prior written notice (each a “Notice of Conversion
or Continuation”) specifying the Loans to be so converted or continued, the Type of Loans to be converted or continued,
the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), the principal amount
of Loans to be converted or continued, as the case may be, and if such Loans are to be converted into or continued as Eurodollar
Loans, the Interest Period to be initially applicable thereto. If the Borrower fails to give a timely notice requesting a conversion
or continuation, then the applicable Loans shall be made or continued as the same Type of Loan, which if a Eurodollar Loan, shall
have a one-month Interest Period. Any such automatic continuation shall be effective as of the last day of the Interest Period
then in effect with respect to the applicable Eurodollar Loans. If the Borrower requests a conversion to, or continuation of,
Eurodollar Loans in any such Notice of Conversion or Continuation, but fails to specify an Interest Period, it will be deemed
to have specified an Interest Period of one (1) month’s duration. Notwithstanding anything to the contrary herein, a Swingline
Loan may not be converted to a Eurodollar Loan. The Administrative Agent shall give each applicable Lender notice as promptly
as practicable of any such proposed conversion or continuation affecting any of its Loans.


 






    -84-


     


    

 





(b)       If
any Event of Default is in existence at the time of any proposed continuation of any Eurodollar Loans and the Administrative Agent
has, or the Required Lenders have, determined in its or their sole discretion not to permit such continuation, Eurodollar Loans
shall be automatically converted on the last day of the current Interest Period into ABR Loans.


 


2.7       Pro
Rata Borrowings. Each Borrowing of Initial Term Loans under this Agreement shall be granted by the Lenders pro rata
on the basis of their then-applicable Initial Term Loan Commitments. Each Borrowing of Revolving Credit Loans under this Agreement
shall be granted by the Revolving Credit Lenders pro rata on the basis of their then-applicable Revolving Credit Commitment
Percentages with respect to the applicable Class. Each Borrowing of Incremental Term Loans under this Agreement shall be granted
by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Incremental Term Loan Commitments
for the applicable Class. Each Borrowing of Additional/Replacement Revolving Credit Loans under this Agreement shall be granted
by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Additional/Replacement Revolving
Credit Commitments for the applicable Class. Each Borrowing of Extended Revolving Credit Loans under this Agreement shall be granted
by the Lenders of the relevant Class thereof pro rata on the basis of their then-applicable Extended Revolving Credit Commitments
for the applicable Class. It is understood that (a) no Lender shall be responsible for any default by any other Lender in its
obligation to make Loans hereunder and that each Lender, severally and not jointly, shall be obligated to make the Loans provided
to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder, and (b) other
than as expressly provided herein with respect to a Defaulting Lender, failure by a Lender to perform any of its obligations under
any of the Credit Documents shall not release any Person from performance of its obligations under any Credit Document.


 


2.8       Interest.


 


(a)       The
unpaid principal amount of each ABR Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin in effect from time to time plus
the ABR in effect from time to time.


 


(b)       The
unpaid principal amount of each Eurodollar Loan shall bear interest from the date of the Borrowing thereof until maturity thereof
(whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin in effect from time
to time plus the relevant Eurodollar Rate in effect from time to time.


 


(c)       If
at any time after the occurrence of and during the continuance of an Event of Default under Section 11.1, all or a portion of
the principal amount of any Loan or any interest payable thereon or any fees or other amounts due hereunder shall not be paid
when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest (including post-petition
interest in any proceeding under any applicable Debtor Relief Law) at a rate per annum that is (i) in the case of overdue principal,
the rate that would otherwise be applicable thereto plus 2.00% or (ii) in the case of overdue interest, fees or other amounts
due hereunder, to the extent permitted by Applicable Law, the rate described in Section 2.8(a) plus 2.00% from and including
the date of such non-payment to but excluding the date on which such amount is paid in full. All such interest shall be payable
on demand.


 


(d)       Interest
on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof, and
shall be payable in Dollars and, except as otherwise provided below, shall be payable (i) in respect of each ABR Loan, quarterly
in arrears on the last Business Day of each March, June, September and December, (ii) in respect of each Eurodollar Loan, on the
last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each
date occurring at three-month intervals after the first day of such Interest Period, and (iii) in respect of each Loan (except
in the case of prepayments of any ABR Revolving Credit Loans that are not made in connection with the termination or permanent
reduction of the Revolving Credit Commitments), on any prepayment date (on the amount prepaid), at maturity (whether by acceleration
or otherwise) and, after such maturity, on demand; provided that a Loan that is repaid on the same day on which it is made
shall bear interest for one day.


 


(e)       All
computations of interest hereunder shall be made in accordance with Section 5.5.


 






    -85-


     


    

 





(f)       The
Administrative Agent, upon determining the interest rate for any Borrowing of Eurodollar Loans shall promptly notify the Borrower
and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and
binding on all parties hereto.


 


(g)       Except
as otherwise provided herein, whenever any payment hereunder or under the other Credit Documents shall be stated to be 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 payment of interest or commitment or letter of credit fee or commission, as the
case may be.


 


2.9       Interest
Periods. At the time the Borrower gives a Notice of Borrowing or Notice of Conversion or Continuation in respect of the making
of, or conversion into, or continuation as, a Borrowing of Eurodollar Loans (in the case of the initial Interest Period applicable
thereto) on or prior to 1:00 p.m. (New York City time) on the third Business Day prior to the expiration of an Interest Period
applicable to a Borrowing of Eurodollar Loans, the Borrower shall have the right to elect, by giving the Administrative Agent
written notice, the Interest Period applicable to such Borrowing, which Interest Period shall be the period commencing on the
date of such Borrowing and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the
last Business Day) in the calendar month that is one, two, three or six months thereafter (or, if agreed to by all relevant Lenders
participating in the relevant Credit Facility, twelve months thereafter or a period shorter than one month).


 


Notwithstanding anything to
the contrary contained above:


 


(a)       the
initial Interest Period for any Borrowing of Eurodollar Loans shall commence on the date of such Borrowing (including the date
of any conversion from a Borrowing of ABR Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall
commence on the day on which the next preceding Interest Period expires;


 


(b)       if
any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period
shall end on the next preceding Business Day;


 


(c)       if
any Interest Period relating to a Borrowing of Eurodollar Loans begins on the last Business Day of a calendar month or begins
on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest
Period shall end on the last Business Day of the calendar month at the end of such Interest Period;


 


(d)       in
the case of Eurodollar Loans, interest shall accrue from and including the first day of an Interest Period to but excluding the
last day of such Interest Period; and


 


(e)       the
Borrower shall not be entitled to elect any Interest Period in respect of any Eurodollar Loan if such Interest Period would extend
beyond the applicable Maturity Date of such Loan.


 


2.10     Increased
Costs, Illegality, Etc.


 


(a)       In
the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below,
any Lender, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive
and binding upon all parties hereto):


 


(i)       on
any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising
any Borrowing of Eurodollar Loans are not generally available in the relevant market or (y) by reason of any changes arising on
or after the Closing Date affecting the London interbank eurocurrency market, adequate and fair means do not exist for ascertaining
the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or


 






    -86-


     


    

 





(ii)       that,
due to a Change in Law, which shall (A) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except
any reserve requirement taken into account in determining the Statutory Reserves); (B) subject any Lender to any tax (other than
(1) taxes indemnifiable under Section 5.4, (2) taxes described in clause (A), (B) or (C) of Section 5.4(a) or (3) taxes described
in Section 5.4(f)) on its loans, loan principal, letters of credits, commitments or other obligations, or its deposits, reserves,
other liabilities or capital attributable thereto; or (C) impose on any Lender or the London interbank eurocurrency market any
other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender, which results in the cost to
such Lender of making, converting into, continuing or maintaining Eurodollar Loans or participating in Letters of Credit (in each
case hereunder) increasing by an amount which such Lender reasonably deems material or the amounts received or receivable by such
Lender hereunder with respect to the foregoing shall be reduced; or


 


(iii)       at
any time after the Closing Date, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such
Lender in good faith with any Applicable Law (or would conflict with any such Applicable Law not having the force of law even
though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring
after the Closing Date that materially and adversely affects the London interbank eurocurrency market;


 


then, and in any such event, such Lender
(or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give written notice to
the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit
to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until
such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice
by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances
no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower with respect to Eurodollar
Loans that have not yet been Incurred shall be deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the Borrower
shall pay to such Lender, promptly (but no later than ten Business Days) after receipt of written demand therefor such additional
amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its
reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in
amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing
in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lender shall, absent clearly demonstrable
error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower shall
take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required
by Applicable Law.


 


(b)       At
any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may
(and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan
is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent written notice thereof on
the same date that the Borrower was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar
Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender
to convert each such Eurodollar Loan into an ABR Loan, if applicable; provided that if more than one Lender is affected
at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b).


 


(c)       If,
any Change in Law regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return
on such Lender’s or Letter of Credit Issuer’s or their respective parent’s capital or assets as a consequence
of such Lender’s or Letter of Credit Issuer’s commitments or obligations hereunder to a level below that which such
Lender or Letter of Credit Issuer or their respective parent could have achieved but for such Change in Law (taking into consideration
such Lender’s or Letter of Credit Issuer’s or their respective parent’s policies with respect to capital adequacy
or liquidity), then from time to time, promptly (but no later than ten Business Days) after written demand by such Lender or Letter
of Credit Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or Letter of Credit Issuer such
additional amount or amounts as will compensate such Lender or Letter of Credit Issuer or their respective parent for such reduction,
it being understood and agreed, however, that a Lender or Letter of Credit Issuer shall not be entitled to such compensation as
a result of such Lender’s or Letter of Credit Issuer’s compliance with, or pursuant to any request or directive to
comply with, any such Applicable Law as in effect on the Closing Date except as a result of a Change in Law. Each Lender or Letter
of Credit Issuer, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c),
will give prompt written notice thereof to the Borrower (on its own behalf) which notice shall set forth in reasonable detail
the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section
2.13, release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) upon
receipt of such notice.


 






    -87-


     


    

 


(d)       This
Section 2.10 shall not operate to provide payments that are duplicative of those required under Section 5.4.


 


(e)       The
agreements in this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.


 


(f)       Notwithstanding
the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek compensation under this Section 2.10 based on the
occurrence of a Change in Law arising solely from (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act or any requests,
rules, guidelines or directives thereunder or issued in connection therewith or (y) Basel III or any requests, rules, guidelines
or directives thereunder or issued in connection therewith, unless such Lender or Letter of Credit Issuer is generally seeking
compensation from other borrowers in the U.S. leveraged loan market with respect to its similarly affected commitments, loans
and/or participations under agreements with such borrowers having provisions similar to this Section 2.10.


 


2.11     Compensation.
If (a) any payment of principal of a Eurodollar Loan is made by the Borrower to or for the account of a Lender other than on the
last day of the Interest Period for such Eurodollar Loan as a result of a payment or conversion pursuant to Section 2.5, 2.6,
2.10, 5.1, 5.2 or 13.7, as a result of acceleration of the maturity of the Loans pursuant to Section 11 or for any other reason,
(b) any Borrowing of Eurodollar Loans is not made as a result of a withdrawn Notice of Borrowing or failure to satisfy the conditions
of Section 6 and Section 7, (c) any ABR Loan is not converted into a Eurodollar Loan as a result of a withdrawn Notice of Conversion
or Continuation, (d) any Eurodollar Loan is not continued as a Eurodollar Loan as a result of a withdrawn Notice of Conversion
or Continuation or (e) any prepayment of principal of a Eurodollar Loan is not made as a result of a withdrawn notice of prepayment
pursuant to Section 5.1 or 5.2, the Borrower shall, after receipt of a written request by such Lender (which request shall set
forth in reasonable detail the basis for requesting such amount and, absent clearly demonstrable error, the amount requested shall
be final and conclusive and binding upon all parties hereto), pay to the Administrative Agent for the account of such Lender within
ten Business Days of such request any amounts required to compensate such Lender for any additional losses, costs or expenses
that such Lender may reasonably incur as a result of such payment, failure to borrow, failure to convert, failure to continue,
failure to prepay, reduction or failure to reduce, including any loss, cost or expense (excluding loss of anticipated profits)
actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain
such Eurodollar Loan. The agreements in this Section 2.11 shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.


 


2.12     Change
of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii),
2.10(a)(iii), 2.10(c), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject
to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event; provided
that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory
disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing
in this Section 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section
2.10, 3.5 or 5.4.


 


2.13     Notice
of Certain Costs. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section
2.10, 2.11, 3.5 or 5.4 is given by any Lender more than 180 days after such Lender has knowledge (or should have had knowledge)
of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts
described in such Sections, such Lender shall not be entitled to compensation under Section 2.10, 2.11, 3.5 or 5.4, as the case
may be, for any such amounts incurred or accruing prior to the giving of such notice to the Borrower; provided that, if
the circumstance giving rise to such claim is retroactive, then such 180 day period referred to above shall be extended to include
the period of retroactive effect thereof.


 






    -88-


     


    

 


2.14     Incremental
Facilities.


 


(a)       The
Borrower may at any time or from time to time after the Closing Date, by written notice delivered to the Administrative Agent
request (i) one or more additional Classes of term loans or additional term loans of the same Class of any existing Class of term
loans (the “Incremental Term Loans”), (ii) one or more increases in the amount of the Revolving Credit Commitments
of any Class (each such increase, an “Incremental Revolving Credit Commitment Increase”) or (iii) one or more
additional Classes of revolving credit commitments (the “Additional/Replacement Revolving Credit Commitments,”
and, together with the Incremental Term Loans and the Incremental Revolving Credit Commitment Increases, the “Incremental
Facilities” and the commitments in respect thereof are referred to as the “Incremental Commitments”);
provided that, subject to Section 1.11, at the time that any such Incremental Term Loan, Incremental Revolving Credit Commitment
Increase or Additional/Replacement Revolving Credit Commitment is made or effected (and after giving pro forma effect thereto),
except as set forth in the proviso to clause (b) below, no Event of Default (or, in the case of the Incurrence or provision of
any Incremental Facility in connection with an Acquisition, no Event of Default under Section 11.1 or 11.5) shall have occurred
and be continuing.


 


(b)       Each
tranche of Incremental Term Loans, each tranche of Additional/Replacement Revolving Credit Commitments and each Incremental Revolving
Credit Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 (it being understood that
such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth below)
(and in minimum increments of $1,000,000 in excess thereof), and, subject to the proviso at the end of this Section 2.14(b), the
aggregate amount of (x) the Incremental Term Loans, Incremental Revolving Credit Commitment Increases and the Additional/Replacement
Revolving Credit Commitments (after giving pro forma effect thereto and the use of the proceeds thereof) Incurred pursuant to
this Section 2.14(b), plus (y) the aggregate principal amount of Permitted Additional Debt Incurred under Section 10.1(u)(ii)(A)
shall not exceed, as of the date of Incurrence of such Indebtedness or commitments, the sum of (A) the Incremental Base Amount
plus (B) an aggregate amount of Indebtedness, such that, subject to Section 1.11, after giving pro forma effect to such
Incurrence (and after giving pro forma effect to any Specified Transaction or Specified Restructuring to be consummated in connection
therewith and assuming that all Incremental Revolving Credit Commitment Increases and/or Additional/Replacement Revolving Credit
Commitments then outstanding and Incurred under this clause (B) were fully drawn), the Borrower would be in compliance with a
Consolidated First Lien Debt to Consolidated EBITDA Ratio as of the last day of the Test Period most recently ended on or prior
to the Incurrence of any such Incremental Facility, calculated on a pro forma basis, as if such Incurrence (and transactions)
had occurred on the first day of such Test Period, that is no greater than 5.00:1.00 (this clause (B), the “Incremental
Ratio Debt Amount” and, together with the Incremental Base Amount, the “Incremental Limit”); provided
that (i) Incremental Term Loans may be Incurred without regard to the Incremental Limit, without regard to whether an Event
of Default has occurred and is continuing and, without regard to the minimums set forth in the first part of this 2.14(b), to
the extent that the Net Cash Proceeds from such Incremental Term Loans on the date of Incurrence of such Incremental Term Loans
(or substantially concurrently therewith) are used to either (x) prepay Term Loans and related amounts in accordance with the
procedures set forth in Section 5.2(a)(i) or (y) permanently reduce the Revolving Credit Commitments, Extended Revolving Credit
Commitments or Additional/Replacement Revolving Credit Commitments in accordance with the procedures set forth in Section 5.2(e)(ii)
(and any such Incremental Term Loans shall be deemed to have been Incurred pursuant to this proviso), and (ii) Additional/Replacement
Revolving Credit Commitments may be provided without regard to the Incremental Limit, without regard to whether an Event of Default
has occurred and is continuing, to the extent that the existing Revolving Credit Commitments, Extended Revolving Credit Commitments
or other Additional/Replacement Revolving Credit Commitments shall be permanently reduced in accordance with Section 5.2(e)(ii)
by an amount equal to the aggregate amount of Additional/Replacement Revolving Credit Commitments so provided (and any such Additional/Replacement
Revolving Credit Commitments shall be deemed to have been Incurred pursuant to this proviso).


 






    -89-


     


    

 


(c)       (i)
The Incremental Term Loans (A) shall rank equal in right of payment and security with the Initial Term Loans, shall be secured
only by all or a portion of the Collateral securing the Obligations and shall only be guaranteed by the Credit Parties, (B) shall
not mature earlier than the Initial Term Loan Maturity Date, (C) shall not have a shorter Weighted Average Life to Maturity than
the remaining Initial Term Loans, (D) shall have a maturity date (subject to clause (B)), an amortization schedule (subject to
clause (C)), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, AHYDO Catch-Up
Payments, funding discounts, original issue discounts and prepayment terms and premiums for the Incremental Term Loans as determined
by the Borrower and the lenders of the Incremental Term Loans; provided that, in the event that the Effective Yield for
any Incremental Term Loans (other than Incremental Term Loans (w) Incurred pursuant to clause (B) of Section 2.14(b), (x) established
pursuant to the proviso of Section 2.14(b), (y) having a final maturity date that is more than two years after the Initial Term
Loan Maturity Date or (z) Incurred in connection with a Permitted Acquisition (clauses (w), (x), (y) and (z), collectively, the
 “MFN Exceptions”)), is greater than the Effective Yield for the Initial Term Loans by more than 0.50%, then
the Applicable Margins for the Initial Term Loans shall be increased to the extent necessary so that the Effective Yield for the
Initial Term Loans are equal to the Effective Yield for the Incremental Term Loans minus 0.50% (this proviso, the “MFN
Protection”); provided, further, that, with respect to any Incremental Term Loans that do not bear interest at
a rate determined by reference to the Eurodollar Rate, for purposes of calculating the applicable increase (if any) in the Applicable
Margins for the Initial Term Loans in the immediately preceding proviso, the Applicable Margin for such Incremental Term Loans
shall be deemed to be the interest rate (calculated after giving pro forma effect to any increases required pursuant to the immediately
succeeding proviso) of such Incremental Term Loans less the then applicable Reference Rate; and (E) may otherwise have
terms and conditions different from those of the Initial Term Loans; provided that (x) except with respect to matters contemplated
by clauses (B), (C) and (D) above, any differences shall be reasonably satisfactory to the Administrative Agent (except for covenants
and other provisions applicable only to the periods after the Latest Maturity Date) and (y) the documentation governing any Incremental
Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been
given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant
for the benefit of each Credit Facility.


 


(ii)       The
Incremental Revolving Credit Commitment Increase shall be treated the same as the Class of Revolving Credit Commitments being
increased (including with respect to maturity date thereof) and shall be considered to be part of the Class of Revolving Credit
Facility being increased (it being understood that, if required to consummate an Incremental Revolving Credit Commitment Increase,
the interest rate margins, rate floors and undrawn commitment fees on the Class of Revolving Credit Commitments being increased
may be increased and additional upfront or similar fees may be payable to the lenders participating in the Incremental Revolving
Credit Commitment Increase (without any requirement to pay such fees to any existing Revolving Credit Lenders)).


 


(iii)       The
Additional/Replacement Revolving Credit Commitments (A) shall rank equal in right of payment and security with the Revolving Credit
Loans, shall be secured only by all or a portion of the Collateral securing the Obligations and shall only be guaranteed by the
Credit Parties, (B) shall not mature earlier than the Revolving Credit Maturity Date and shall require no scheduled amortization
or mandatory commitment reduction prior to the Revolving Credit Maturity Date, (C) shall have interest rates (including through
fixed interest rates), interest margins, rate floors, upfront fees, undrawn commitment fees, funding discounts, AHYDO Catch-Up
Payments, original issue discounts, maturity, prepayment terms and premiums and commitment reduction and termination terms as
determined by the Borrower and the lenders of such commitments; provided that, in the event that the Effective Yield for
any Additional/Replacement Revolving Credit Loans (other than Additional/Replacement Revolving Credit Loans under Loans under
any Additional/Replacement Revolving Credit Commitments (w) incurred pursuant to Section 2.14(b)(B), (x) established pursuant
to the proviso of Section 2.14(b), (y) having a final maturity date that is more than two years after the Revolving Credit Maturity
Date or (z) Incurred in connection with a Permitted Acquisition), is greater than the Effective Yield for the Revolving Credit
Loans by more than 0.50%, then the Applicable Margins for the Revolving Credit Loans shall be increased to the extent necessary
so that the Effective Yield for the Revolving Credit Loans are equal to the Effective Yield for the Additional/Replacement Revolving
Credit Loans minus 0.50%; (D) shall contain borrowing, repayment and termination of Commitment procedures as determined
by the Borrower and the lenders of such commitments, (E) may include provisions relating swingline loans and/or letters of credit,
as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such
subfacilities, the fees payable in connection therewith and the identity of the swingline lender and letter of credit issuer,
as applicable, which shall be determined by the Borrower, the lenders of such commitments and the applicable letter of credit
issuers and swingline lenders and borrowing, repayment and termination of commitment procedures with respect thereto, in each
case which shall be specified in the applicable Incremental Agreement) to the terms relating to the Swingline Loans and Letters
of Credit with respect to the applicable Class of Revolving Credit Commitments or otherwise reasonably acceptable to the Administrative
Agent and (F) may otherwise have terms and conditions different from those of the Revolving Credit Facility; provided that
(x) except with respect to matters contemplated by clauses (B), (C), (D) and (E) above, any differences shall be reasonably satisfactory
to the Administrative Agent (except for covenants and other provisions applicable only to the periods after the Latest Maturity
Date) and (y) the documentation governing any Additional/Replacement Revolving Credit Commitments may include any Previously Absent
Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this
Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Credit Facility
(provided, further, however, that, if the applicable Previously Absent Financial Maintenance Covenant is
a “springing” financial maintenance covenant for the benefit of such revolving credit facility or covenant only applicable
to, or for the benefit of, a revolving credit facility, the Previously Absent Financial Maintenance Covenant shall be automatically
included in this Agreement only for the benefit of each revolving credit facility hereunder (and not for the benefit of any term
loan facility hereunder)).


 






    -90-


     


    

 


(d)       Each
notice from the Borrower pursuant to this Section 2.14 shall be given in writing and shall set forth the requested amount and
proposed terms of the relevant Incremental Term Loans, Incremental Revolving Credit Commitment Increases or Additional/Replacement
Revolving Credit Commitments. Incremental Term Loans may be made, and Incremental Revolving Credit Commitment Increases and Additional/Replacement
Revolving Credit Commitments may be provided, subject to the prior written consent of the Borrower (not to be unreasonably withheld
or delayed), by any existing Lender (it being understood that no existing Lender with an Initial Term Loan Commitment will have
an obligation to make a portion of any Incremental Term Loan, no existing Lender with a Revolving Credit Commitment will have
any obligation to provide a portion of any Incremental Revolving Credit Commitment Increase and no existing Lender with a Revolving
Credit Commitment will have an obligation to provide a portion of any Additional/Replacement Revolving Credit Commitment) or by
any other bank, financial institution, other institutional lender or other investor (any such other bank, financial institution
or other investor being called an “Additional Lender”); provided that the Administrative Agent shall
have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental
Term Loans or providing such Incremental Revolving Credit Commitment Increases or such Additional/Replacement Revolving Credit
Commitments if such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable,
to such Lender or Additional Lender; provided, further, that, solely with respect to any Incremental Revolving Credit
Commitment Increases or Additional/Replacement Revolving Credit Commitments, the Swingline Lender and the Letter of Credit Issuer
shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s providing
such Incremental Revolving Credit Commitment Increases or Additional/Replacement Revolving Credit Commitments if such consent
would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional
Lender.


 


(e)       Commitments
in respect of Incremental Term Loans, Incremental Revolving Credit Commitment Increases and Additional/Replacement Revolving Credit
Commitments shall become Commitments (or in the case of an Incremental Revolving Credit Commitment Increase to be provided by
an existing Lender with a Revolving Credit Commitment, an increase in such Lender’s applicable Revolving Credit Commitment)
under this Agreement pursuant to an amendment (an “Incremental Agreement”) to this Agreement and, as appropriate,
the other Credit Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each
Additional Lender, if any, and the Administrative Agent. The Incremental Agreement may, subject to Section 2.14(c), without the
consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary, in
the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section (including (i) in
connection with an Incremental Revolving Credit Commitment Increase, to reallocate Revolving Credit Exposure on a pro rata
basis among the relevant Revolving Credit Lenders, (ii) to increase the Effective Yield of the applicable Class of Term Loans
to the extent necessary in order to ensure that any applicable Class of Incremental Term Loans are “fungible” with
such existing Class of Term Loans and/or (iii) to add or extend “soft call” or add or extend any other “call
protection”, in either case for the benefit of any existing Class of Term Loans. The effectiveness of any Incremental Agreement
(an “Incremental Facility Closing Date”) and the occurrence of any Credit Event pursuant to such Incremental
Agreement shall be subject to the satisfaction of such conditions as the parties thereto shall agree. The Borrower will use the
proceeds of the Incremental Term Loans, Incremental Revolving Credit Commitment Increases and Additional/Replacement Revolving
Credit Commitments for any purpose not prohibited by this Agreement; provided, however, that the proceeds of any
Incremental Term Loans Incurred, and any Additional/Replacement Revolving Credit Commitments provided, in either case as described
in the proviso to Section 2.14(b), shall be used in accordance with the terms thereof.


 






    -91-


     


    

 


(f)       (i)
No Lender shall be obligated to provide any Incremental Term Loans, Incremental Revolving Credit Commitment Increases or Additional/Replacement
Revolving Credit Commitments unless it so agrees and the Borrower shall not be obligated to offer any existing Lender the opportunity
to provide any Incremental Term Loans, Incremental Revolving Credit Commitment Increases or Additional/Replacement Revolving Credit
Commitments.


 


(ii)       Upon
each increase in the Revolving Credit Commitments of any Class pursuant to this Section, each Lender with a Revolving Credit Commitment
of such Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each
Lender providing a portion of the Incremental Revolving Credit Commitment Increase (each, an “Incremental Revolving Credit
Commitment Increase Lender”) in respect of such increase, and each such Incremental Revolving Credit Commitment Increase
Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder
in outstanding Letters of Credit and Swingline Loans such that, after giving pro forma effect to each such deemed assignment and
assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and
(B) participations hereunder in Swingline Loans held by each Lender with a Revolving Credit Commitment of such Class (including
each such Incremental Revolving Credit Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit
Commitments of such Class of all Lenders represented by such Lender’s Revolving Credit Commitment of such Class. If, on
the date of such increase, there are any Revolving Credit Loans of such Class outstanding, such Revolving Credit Loans shall on
or prior to the effectiveness of such Incremental Revolving Credit Commitment Increase be prepaid from the proceeds of additional
Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments of such Class), which prepayment
shall be accompanied by accrued interest on the Revolving Credit Loans of such Class being prepaid and any costs incurred by any
Lender in accordance with Section 2.11. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro
rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions
effected pursuant to the immediately preceding sentence.


 


(g)       This
Section 2.14 shall supersede any provisions in Section 2.7 or 13.1 to the contrary. For the avoidance of doubt, any provisions
of this Section 2.14 may be amended with the consent of the Required Lenders; provided no such amendment shall require
any Lender to provide any Incremental Commitment without such Lender’s consent


 


2.15       Extensions
of Term Loans, Revolving Credit Loans and Revolving Credit Commitments and Additional/Replacement Revolving Credit Loans and Additional/Replacement
Revolving Credit Commitments.


 


(a)       (i)
The Borrower may at any time and from time to time request that all or a portion of each Term Loan of any Class (an “Existing
Term Loan Class”) be converted or exchanged to extend the scheduled final maturity date(s) of any payment of principal
with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so extended,
 “Extended Term Loans”) and to provide for other terms consistent with this Section 2.15. Prior to entering
into any Extension Agreement with respect to any Extended Term Loans, the Borrower shall provide written notice to the Administrative
Agent (who shall provide a copy of such notice to each of the Lenders of the applicable Existing Term Loan Class, with such request
offered equally to all such Lenders of such Existing Term Loan Class) (a “Term Loan Extension Request”) setting
forth the proposed terms of the Extended Term Loans to be established, which terms shall be similar to the Term Loans of the Existing
Term Loan Class from which they are to be extended except that (w) the scheduled final maturity date shall be extended and all
or any of the scheduled amortization payments of all or a portion of any principal amount of such Extended Term Loans may be delayed
to later dates than the scheduled amortization of principal of the Term Loans of such Existing Term Loan Class (with any such
delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in Section 2.5 or in the Extension
Agreement or the Incremental Agreement, as the case may be, with respect to the Existing Term Loan Class of Term Loans from which
such Extended Term Loans were extended, in each case as more particularly set forth in Section 2.15(c) below), (x)(A) the interest
rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, AHYDO Catch-Up
Payments, original issue discounts and prepayment terms and premiums with respect to the Extended Term Loans may be different
than those for the Term Loans of such Existing Term Loan Class and/or (B) additional fees and/or premiums may be payable to the
Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case,
to the extent provided in the applicable Extension Agreement, (y) subject to the provisions set forth in Sections 5.1 and 5.2,
the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) and mandatory
prepayment terms as may be agreed between the Borrower and the Lenders thereof and (z) the Extension Agreement may provide for
other covenants and terms that apply to any period after the Latest Maturity Date. No Lender shall have any obligation to agree
to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension
Request. Any Extended Term Loans of any Extension Series shall constitute a separate Class of Term Loans from the Existing Term
Loan Class of Term Loans from which they were extended.


 






    -92-


     


    

 


(ii)       The
Borrower may at any time and from time to time request that all or a portion of the Revolving Credit Commitments of any Class,
the Extended Revolving Credit Commitments of any Class and/or any Additional/Replacement Revolving Credit Commitments (and, in
each case, including any previously extended Revolving Credit Commitments and/or Additional/Replacement Revolving Credit Commitments),
existing at the time of such request (each, an “Existing Revolving Credit Commitment” and any related revolving
credit loans under any such facility, “Existing Revolving Credit Loans”; each Existing Revolving Credit Commitment
and related Existing Revolving Credit Loans together being referred to as an “Existing Revolving Credit Class”)
be converted or exchanged to extend the termination date thereof and the scheduled maturity date(s) of any payment of principal
with respect to all or a portion of any principal amount of Existing Revolving Credit Loans related to such Existing Revolving
Credit Commitments (any such Existing Revolving Credit Commitments which have been so extended, “Extended Revolving Credit
Commitments” and any related revolving credit loans, “Extended Revolving Credit Loans”) and to provide
for other terms consistent with this Section 2.15. Prior to entering into any Extension Agreement with respect to any Extended
Revolving Credit Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such
notice to each of the Lenders of the applicable Class of Existing Revolving Credit Commitments, with such request offered equally
to all Lenders of such Class) (a “Revolving Credit Extension Request”) setting forth the proposed terms of
the Extended Revolving Credit Commitments to be established thereunder, which terms shall be similar to those applicable to the
Existing Revolving Credit Commitments from which they are to be extended (the “Specified Existing Revolving Credit Commitment
Class”) except that (w) all or any of the final maturity dates of such Extended Revolving Credit Commitments may be
delayed to later dates than the final maturity dates of the Existing Revolving Credit Commitments of the Specified Existing Revolving
Credit Commitment Class, (x)(A) the interest rates, interest margins, rate floors, upfront fees, funding discounts, AHYDO Catch-Up
Payments, original issue discounts and prepayment terms and premiums with respect to the Extended Revolving Credit Commitments
may be different than those for the Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment
Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Credit Commitments
in addition to or in lieu of any of the items contemplated by the preceding clause (A) and (y)(1) the undrawn revolving credit
commitment fee rate with respect to the Extended Revolving Credit Commitments may be different than those for the Specified Existing
Revolving Credit Commitment Class and (2) the Extension Agreement may provide for other covenants and terms that apply to any
period after the Latest Maturity Date; provided that, notwithstanding anything to the contrary in this Section 2.15, Section
5.2(e) or otherwise, (I) the borrowing and repayment (other than in connection with a permanent repayment and termination of commitments)
of the Extended Revolving Credit Loans under any Extended Revolving Credit Commitments shall be made on a pro rata basis
with any borrowings and repayments of the Existing Revolving Credit Loans of the Specified Existing Revolving Credit Commitment
Class (the mechanics for which may be implemented through the applicable Extension Agreement and may include technical changes
related to the borrowing and repayment procedures of the Specified Existing Revolving Credit Commitment Class), (II) assignments
and participations of Extended Revolving Credit Commitments and Extended Revolving Credit Loans shall be governed by the assignment
and participation provisions set forth in Section 13.6 and (III) subject to the applicable limitations set forth in Section 4.2
and Section 5.2(e)(ii), permanent repayments of Extended Revolving Credit Loans (and corresponding permanent reduction in the
related Extended Revolving Credit Commitments) shall be permitted as may be agreed between the Borrower and the Lenders thereof.
No Lender shall have any obligation to agree to have any of its Revolving Credit Loans or Revolving Credit Commitments of any
Existing Revolving Credit Class converted or exchanged into Extended Revolving Credit Loans or Extended Revolving Credit Commitments
pursuant to any Extension Request. Any Extended Revolving Credit Commitments of any Extension Series shall constitute a separate
Class of revolving credit commitments from Existing Revolving Credit Commitments of the Specified Existing Revolving Credit Commitment
Class and from any other Existing Revolving Credit Commitments (together with any other Extended Revolving Credit Commitments
so established on such date).


 






    -93-


     


    

 


(b)       The
Borrower shall provide the applicable Extension Request to the Administrative Agent at least five (5) Business Days (or such shorter
period as the Administrative Agent may determine in its reasonable discretion) prior to the date on which Lenders under the Existing
Class are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative
Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.15. The Borrower may, at its election, specify
as a condition to consummating any Extension Agreement that a minimum amount (to be determined and specified in the relevant Extension
Request in the Borrower’s sole discretion and as may be waived by the Borrower) of Term Loans and/or Revolving Credit Commitments
(as applicable) of any or all applicable Classes be tendered. Any Lender (an “Extending Lender”) wishing to
have all or a portion of its Term Loans, Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments (or
any earlier Extended Revolving Credit Commitments) of an Existing Class subject to such Extension Request converted or exchanged
into Extended Loans/Commitments shall notify the Administrative Agent (an “Extension Election”) on or prior
to the date specified in such Extension Request of the amount of its Term Loans, Revolving Credit Commitments and/or Additional/Replacement
Revolving Credit Commitments (and/or any earlier Extended Revolving Credit Commitments) which it has elected to convert or exchange
into Extended Loans/Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent). In the
event that the aggregate amount of Term Loans, Revolving Credit Commitments and Additional/Replacement Revolving Credit Commitments
(and any earlier extended Extended Revolving Credit Commitments) subject to Extension Elections exceeds the amount of Extended
Loans/Commitments requested pursuant to the Extension Request, Term Loans, Revolving Credit Commitments, Additional/Replacement
Revolving Credit Commitments or earlier extended Extended Revolving Credit Commitments, as applicable, subject to Extension Elections
shall be converted to or exchanged to Extended Loans/Commitments on a pro rata basis (subject to such rounding requirements as
may be established by the Administrative Agent) based on the amount of Term Loans, Revolving Credit Commitments, Additional/Replacement
Revolving Credit Commitments and earlier extended Extended Revolving Credit Commitments included in each such Extension Election
or as may be otherwise agreed to in the applicable Extension Agreement. Notwithstanding the conversion of any Existing Revolving
Credit Commitment into an Extended Revolving Credit Commitment, unless expressly agreed by the holders of each affected Existing
Revolving Credit Commitment of the Specified Existing Revolving Credit Commitment Class, such Extended Revolving Credit Commitment
shall not be treated more favorably than all Existing Revolving Credit Commitments of the Specified Existing Revolving Credit
Commitment Class for purposes of the obligations of a Revolving Credit Lender in respect of Swingline Loans under Section 2.1(d)
and Letters of Credit under Section 3, except that the applicable Extension Amendment may provide that the Swingline Maturity
Date and/or the last day for issuing Letters of Credit may be extended and the related obligations to make Swingline Loans and
issue Letters of Credit may be continued (pursuant to mechanics to be specified in the applicable Extension Amendment) so long
as the Swingline Lender and/or each Letter of Credit Issuer have consented to such extensions (it being understood that no consent
of any other Lender shall be required in connection with any such extension).


 


(c)       Extended
Loans/Commitments shall be established pursuant to an amendment (an “Extension Agreement”) to this Agreement
(which, except to the extent expressly contemplated by the penultimate sentence of this Section 2.15(c) and notwithstanding anything
to the contrary set forth in Section 13.1, shall not require the consent of any Lender other than the Extending Lenders with respect
to the Extended Loans/Commitments established thereby) executed by the Credit Parties, the Administrative Agent and the Extending
Lenders. In addition to any terms and changes required or permitted by Section 2.15(c), each Extension Agreement in respect of
Extended Term Loans shall amend the scheduled amortization payments pursuant to Section 2.5 or the applicable Incremental Agreement
or Extension Agreement with respect to the Existing Class of Term Loans from which the Extended Term Loans were exchanged to reduce
each scheduled Repayment Amount for the Existing Class in the same proportion as the amount of Term Loans of the Existing Class
is to be reduced pursuant to such Extension Agreement (it being understood that the amount of any Repayment Amount payable with
respect to any individual Term Loan of such Existing Class that is not an Extended Term Loan shall not be reduced as a result
thereof). In connection with any Extension Agreement, the Borrower shall deliver an opinion of counsel reasonably acceptable to
the Administrative Agent and addressed to the Administrative Agent and the applicable Extending Lenders (i) as to the enforceability
of such Extension Agreement, this Agreement as amended thereby, and such of the other Credit Documents (if any) as may be amended
thereby (in the case of such other Credit Documents as contemplated by the immediately preceding sentence) and covering customary
matters and (ii) to the effect that such Extension Agreement, including the Extended Loans/Commitments provided for therein, does
not breach or result in a default under the provisions of Section 13.1 of this Agreement.


 






    -94-


     


    

 


(d)       Notwithstanding
anything to the contrary contained in this Agreement, (A) on any date on which any Existing Term Loan Class or Class of Existing
Revolving Credit Commitments is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraph
(a) above (an “Extension Date”), (I) in the case of the existing Term Loans of each Extending Lender, the aggregate
principal amount of such existing Term Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended
Term Loans so converted or exchanged by such Lender on such date, and the Extended Term Loans shall be established as a separate
Class of Term Loans (together with any other Extended Term Loans so established on such date), and (II) in the case of the Existing
Revolving Credit Commitments of each Extending Lender under any Specified Existing Revolving Credit Commitment Class, the aggregate
principal amount of such Existing Revolving Credit Commitments shall be deemed reduced by an amount equal to the aggregate principal
amount of Extended Revolving Credit Commitments so converted or exchanged by such Lender on such date (or by any greater amount
as may be agreed by the Borrower and such Lender), and such Extended Revolving Credit Commitments shall be established as a separate
Class of revolving credit commitments from the Specified Existing Revolving Credit Commitment Class and from any other Existing
Revolving Credit Commitments (together with any other Extended Revolving Credit Commitments so established on such date) and (B)
if, on any Extension Date, any Existing Revolving Credit Loans of any Extending Lender are outstanding under the Specified Existing
Revolving Credit Commitment Class, such Existing Revolving Credit Loans (and any related participations) shall be deemed to be
converted or exchanged to Extended Revolving Credit Loans (and related participations) of the applicable Class in the same proportion
as such Extending Lender’s Specified Existing Revolving Credit Commitments to Extended Revolving Credit Commitments of such
Class.


 


(e)       In
the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given
Extension Series or the Extended Revolving Credit Commitments of a given Extension Series, in each case to a given Lender was
incorrectly determined as a result of manifest administrative error in the receipt and processing of an Extension Election timely
submitted by such Lender in accordance with the procedures set forth in the applicable Extension Agreement, then the Administrative
Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent
of any other Lender, enter into an amendment to this Agreement and the other Credit Documents (each, a “Corrective Extension
Agreement”) within 15 days following the effective date of such Extension Agreement, as the case may be, which Corrective
Extension Agreement shall (i) provide for the conversion or exchange and extension of Term Loans under the Existing Term Loan
Class or Existing Revolving Credit Commitments (and related Revolving Credit Exposure), as the case may be, in such amount as
is required to cause such Lender to hold Extended Term Loans or Extended Revolving Credit Commitments (and related revolving credit
exposure) of the applicable Extension Series into which such other Term Loans or commitments were initially converted or exchanged,
as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received
the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Agreement,
in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower
and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Agreement
described in Section 2.15(c)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature
changes) described in the penultimate sentence of Section 2.15(c).


 


(f)       No
conversion or exchange of Loans or Commitments pursuant to any Extension Agreement in accordance with this Section 2.15 shall
constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.


 


(g)       This
Section 2.15 shall supersede any provisions in Section 2.4 or Section 13.1 to the contrary. For the avoidance of doubt, any of
the provisions of this Section 2.15 may be amended with the consent of the Required Lenders; provided that no such amendment
shall require any Lender to provide any Extended Loans/Commitments without such Lender’s consent.


 






    -95-


     


    





 


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


 


(a)       fees
shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 4.1(a);


 


(b)       the
Commitment of and the Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether all Lenders
or the Required Lenders or any other requisite Lenders have taken or may take any action hereunder (including any consent to any
amendment or waiver pursuant to Section 13.1); provided that (i) any waiver, amendment or modification requiring the consent
of all Lenders or each affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require
the consent of such Defaulting Lender and (ii) the Commitment of any Defaulting Lender may not be increased or extended without
the consent of such Lender;


 


(c)       if
any Swingline Exposure or Letter of Credit Exposure exists at the time a Lender becomes a Defaulting Lender, then (i) all or any
part of such Letter of Credit Exposure of such Defaulting Lender and such Swingline Exposure of such Defaulting Lender will, subject
to the limitation in the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender)
among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitment Percentage; provided
that (A) each Non-Defaulting Lender’s Revolving Credit Exposure may not in any event exceed the Revolving Credit Commitment
of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) subject to Section 13.21, neither such reallocation
nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the
Administrative Agent, the Letter of Credit Issuer, the Swingline Lender or any other Lender may have against such Defaulting Lender
or cause such Defaulting Lender to be a Non-Defaulting Lender, (ii) to the extent that all or any portion (the “unreallocated
portion”) of the Defaulting Lender’s Letter of Credit Exposure and Swingline Exposure cannot, or can only partially,
be so reallocated to Non-Defaulting Lenders, whether by reason of the first proviso in Section 2.16(c)(i) above or otherwise,
the Borrower shall within two Business Days following notice by the Administrative Agent (x) first, prepay such Swingline Exposure
(after giving pro forma effect to any partial reallocation pursuant to clause (i) above) and (y) second, Cash Collateralize such
Defaulting Lender’s Letter of Credit Exposure (after giving pro forma effect to any partial reallocation pursuant to clause
(i) above), in accordance with the procedures set forth in Section 3.8 for so long as such Letter of Credit Exposure is outstanding,
(iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s Letter of Credit Exposure pursuant to
the requirements of this Section 2.16(c), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant
to Section 4.1(c) with respect to such Defaulting Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s
Letter of Credit Exposure is Cash Collateralized, (iv) if the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated
pursuant to the requirements of this Section 2.16(c), then the fees payable to the Lenders pursuant to Section 4.1(c) shall be
adjusted in accordance with such Non-Defaulting Lenders’ Revolving Credit Commitment Percentages and the Borrower shall
not be required to pay any fees to the Defaulting Lender pursuant to Section 4.1(c) with respect to such Defaulting Lender’s
Letter of Credit Exposure during the period that such Defaulting Lender’s Letter of Credit Exposure is reallocated, or (v)
if any Defaulting Lender’s Letter of Credit Exposure is neither Cash Collateralized nor reallocated pursuant to the requirements
of this Section 2.16(c), then, without prejudice to any rights or remedies of the Letter of Credit Issuer or any Lender hereunder,
all fees payable under Section 4.1(c) with respect to such Defaulting Lender’s Letter of Credit Exposure shall be payable
to the Letter of Credit Issuer until such Letter of Credit Exposure is Cash Collateralized and/or reallocated;


 


(d)       (i)
the Letter of Credit Issuer will not be required to issue any new Letter of Credit or amend any outstanding Letter of Credit to
increase the face amount thereof, alter the drawing terms thereunder or extend the expiry date thereof, unless the Letter of Credit
Issuer is reasonably satisfied that any exposure that would result from the exposure to such Defaulting Lender is eliminated or
fully covered by the Revolving Credit Commitments of the Non-Defaulting Lenders or by Cash Collateralization or a combination
thereof in accordance with the requirements of Section 2.16(c) above or otherwise in a manner reasonably satisfactory to the Letter
of Credit Issuer; and


 






    -96-


     


    

 


(ii)       the
Swingline Lender will be not required to fund any Swingline Loans unless the Swingline Lender is reasonably satisfied that any
exposure that would result from the exposure to such Defaulting Lender is eliminated or fully covered by the Revolving Credit
Commitments of the Non-Defaulting Lenders or a combination thereof in accordance with the requirements of Section 2.16(c) above.


 


(e)       If
the Borrower, the Administrative Agent, the Swingline Lender and each applicable Letter of Credit Issuer agree in writing in their
discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative
Agent will so notify the parties hereto, whereupon, as of the effective date specified in such notice and subject to any conditions
set forth therein, such Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Credit Loans
of the other Revolving Credit Lenders or take such other actions as the Administrative Agent may determine to be necessary to
cause such outstanding Revolving Credit Loans and funded and unfunded participations in Letters of Credit and Swingline Loans
to be held on a pro rata basis by the Revolving Credit Lenders (including such Lender) in accordance with their applicable
percentages, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender and any applicable
Cash Collateral shall be promptly returned to the Borrower and any Letter of Credit Exposure and Swingline Exposure of such Lender
reallocated pursuant to the requirements of Section 2.16(c) shall be reallocated back to such Lender; provided that no
adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that
Lender was a Defaulting Lender; provided that, except to the extent otherwise expressly agreed by the affected parties,
no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party
hereunder arising from such Lender’s having been a Defaulting Lender; and


 


(f)       Any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise, and including any amounts made available
to the Administrative Agent by that Defaulting Lender pursuant to Section 13.8), shall be applied at such time or times as may
be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender
to the Administrative Agent hereunder; second, in the case of a Revolving Credit Lender, to the payment on a pro rata
basis of any amounts owing by that Defaulting Lender to the Letter of Credit Issuer and the Swingline Lender hereunder; third,
as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which
that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative
Agent; fourth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit
account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations
with respect to Loans under this Agreement and (y) Cash Collateralize, in accordance with Section 3.8, the Letter of Credit Issuer’s
potential future fronting exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under
this Agreement; fifth, to the payment of any amounts owing to the Lenders, the Letter of Credit Issuer or the Swingline
Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, such Letter of Credit Issuer or
such Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under
this Agreement; sixth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower
or any of its Restricted Subsidiaries pursuant to any Secured Hedging Agreement with such Defaulting Lender as certified by an
Authorized Officer of the Borrower to the Administrative Agent (with a copy to the Defaulting Lender) prior to such date of payment;
seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result
of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that
Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided that, if such payment is a payment of the principal amount of any
Loans or a payment of any Unpaid Drawings, such payment shall be applied solely to pay the relevant Loans of, and Unpaid Drawings
owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to being applied in the manner set forth in this
Section 2.16(f). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held)
to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to Section 3.8 shall be deemed paid to and redirected
by that Defaulting Lender, and each Lender irrevocably consents hereto.


 






    -97-


     


    

 


2.17        Term
Loan Exchange Notes.




 


(a)          The
Borrower may by written notice to the Administrative Agent elect to offer (each a “Permitted Debt Exchange Offer”)
to issue to Lenders holding Term Loans under this Agreement first priority senior secured notes and/or junior lien secured notes
and/or unsecured notes (the “Term Loan Exchange Notes”) in exchange for the Term Loans (each such exchange,
a “Permitted Debt Exchange”); provided that such Term Loan Exchange Notes may not be in an aggregate
principal amount greater than the Term Loans being exchanged plus unpaid accrued interest, fees and premiums (including tender
premiums) (if any) thereon, defeasance costs, underwriting discounts and fees, commissions and expenses (including OID, closing
payments, upfront fees or similar fees) in connection with the issuance of the Term Loan Exchange Notes. Each such notice shall
specify the date (each, a “Term Loan Exchange Effective Date”) on which the Borrower proposes that the Term
Loan Exchange Notes shall be issued, which shall be a date not less than fifteen days after the date on which such notice is delivered
to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent); provided that: (w) the
Weighted Average Life to Maturity of such Term Loan Exchange Notes shall not be shorter than the then remaining Weighted Average
Life to Maturity of the Term Loans being exchanged (it being understood that acceleration or mandatory repayment, prepayment,
redemption or repurchase of such Term Loan Exchange Notes upon the occurrence of an event of default, a change in control, an
event of loss or an asset disposition shall not be deemed to constitute a change in the stated final maturity thereof); (x) if
secured, such Term Loan Exchange Notes shall rank equal to or junior in right of payment and of security with the Loans and Commitments
being exchanged hereunder; (y) all other terms and conditions (other than interest rates (including through fixed interest rates),
interest rate margins, rate floors, fees, maturity, funding discounts, original issue discounts and redemption or prepayment terms
and premiums) applicable to such Term Loan Exchange Notes shall reflect market terms and conditions at the time of incurrence
or issuance (as determined in good faith by the Borrower); provided that the Term Loan Exchange Notes may have the benefit
of any Previously Absent Financial Maintenance Covenant if the Administrative Agent has been given prompt written notice thereof
and this Agreement shall have been amended to include such Previously Absent Financial Maintenance Covenant; and (z) the obligations
in respect of the Term Loan Exchange Notes (A) shall not be secured by Liens on any asset of Holdings, the Borrower and the Restricted
Subsidiaries other than assets constituting Collateral, (B) if such Term Loan Exchange Notes are secured, all security therefor
shall be granted pursuant to documentation that is not more restrictive than the Security Documents in any material respect taken
as a whole (as determined by the Borrower) and the representative for such Additional Term Notes shall enter into a Customary
Intercreditor Agreement (it being understood that junior Liens are not required to be equal to other junior Liens, and that Indebtedness
secured by junior Liens may be secured by Liens that are equal to, or junior in priority to, other Liens that are junior to the
Liens securing the Obligations), or (C) shall not be incurred or Guaranteed by any Restricted Subsidiary unless such Restricted
Subsidiary is a Credit Party which shall have previously or substantially concurrently Guaranteed or borrowed such Term Loans
being exchanged.


 


(b)       The
Borrower shall offer to issue Term Loan Exchange Notes in exchange for the Class of Term Loans to all Lenders holding such Class
of Term Loans (other than any Lender that, if requested by the Borrower, is unable to certify that it is (i) a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) an institutional “accredited investor”
(as defined in Rule 501 under the Securities Act) or (iii) not a “U.S. person” (as defined in Rule 902 under the Securities
Act) on a pro rata basis, and such Lenders may choose to accept or decline to receive such Term Loan Exchange Notes in their sole
discretion. Any such Term Loans exchanged for Term Loan Exchange Notes shall be automatically and immediately, without further
action by any Person, cancelled on the Term Loan Exchange Effective Date for all purposes of this Agreement (and, if requested
by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, or such other form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to
which the respective Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to
the Borrower for immediate cancellation), and accrued and unpaid interest on such Term Loans shall be paid to the exchanging Lenders
on the Term Loan Exchange Effective Date, or, if agreed to by the Borrower and the Administrative Agent, the next scheduled Interest
Payment Date with respect to such Term Loans (with such interest accruing until the date of consummation of such Permitted Debt
Exchange).


 






    -98-


     


    

 


(c)       If
the aggregate principal amount of all Term Loans (calculated on the face amount thereof) of a given Class tendered by Lenders
in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term
Loans which exceeds the principal amount thereof of the applicable Class actually held by it) shall exceed the maximum aggregate
principal amount of Term Loans of such Class offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange
Offer, then the Borrower shall exchange Term Loans under the relevant Class tendered by such Lenders ratably up to such maximum
based on the respective principal amounts so tendered, or, if such Permitted Debt Exchange Offer shall have been made with respect
to multiple Classes without specifying a maximum aggregate principal amount offered to be exchanged for each Class, and the aggregate
principal amount of all Term Loans (calculated on the face amount thereof) of all Classes tendered by Lenders in respect of the
relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which exceeds
the principal amount thereof actually held by it) shall exceed the maximum aggregate principal amount of Term Loans of all relevant
Classes offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrower shall exchange
Term Loans across all Classes subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum
amount based on the respective principal amounts so tendered.


 


(d)       With
respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this Section 2.17, unless waived by the Borrower,
such Permitted Debt Exchange Offer shall be made for not less than $50,000,000 in aggregate principal amount of Term Loans; provided
that subject to the foregoing the Borrower may at its election specify (A) as a condition (a “Minimum Tender Condition”)
to consummating any such Permitted Debt Exchange that a minimum amount (to be determined and specified in the relevant Permitted
Debt Exchange Offer in the Borrower’s discretion) of Term Loans of any or all applicable Classes be tendered and/or (B)
as a condition (a “Maximum Tender Condition”) to consummating any such Permitted Debt Exchange that no more
than a maximum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the Borrower’s discretion)
of Term Loans of any or all applicable Classes will be accepted for exchange. The Administrative Agent and the Lenders hereby
acknowledge and agree that this Section 2.17 shall supersede any provisions of Section 2.5, Section V and Section 13.1 to the
contrary, waive the requirements of any other provision of this Agreement or any other Loan Document that may otherwise prohibit
the incurrence of any Indebtedness expressly provided for by this Section 2.17 and hereby agree not to assert any Default or Event
of Default in connection with the implementation of any such Permitted Debt Exchange or any other transaction contemplated by
this Section 2.17.


 


(e)       In
connection with each Permitted Debt Exchange, the Borrower shall provide the Administrative Agent at least five Business Days’
(or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and the Borrower and the Administrative
Agent, acting reasonably, shall mutually agree to such procedures as may be necessary or advisable to accomplish the purposes
of this Section 2.17; provided that the terms of any Permitted Debt Exchange Offer shall provide that the date by which
the relevant Lenders are required to indicate their election to participate in such Permitted Debt Exchange shall be not less
than five Business Days following the date on which the Permitted Debt Exchange Offer is made. The Borrower shall provide the
final results of such Permitted Debt Exchange to the Administrative Agent no later than one Business Day prior to the proposed
date of effectiveness for such Permitted Debt Exchange and the Administrative Agent shall be entitled to conclusively rely on
such results.


 


(f)       The
Borrower shall be responsible for compliance with, and hereby agrees to comply with, all applicable securities and other laws
in connection with each Permitted Debt Exchange, it being understood and agreed that (x) neither the Administrative Agent nor
any Lender assumes any responsibility in connection with the Borrower’s compliance with such laws in connection with any
Permitted Debt Exchange and (y) each Lender shall be solely responsible for its compliance with any applicable “insider
trading” laws and regulations to which such Lender may be subject under the Exchange Act.


 


SECTION 3.Letters of
Credit.


 


3.1          Issuance
of Letters of Credit.


 


(a)          Subject
to and upon the terms and conditions herein set forth, at any time and from time to time on and after the Closing Date and prior
to the date that is 15 days prior to the Revolving Credit Maturity Date, the Letter of Credit Issuer agrees to issue (or cause
its Affiliates or other financial institution with which the Letter of Credit Issuer shall have entered into an agreement regarding
the issuance of letters of credit hereunder, to issue on its behalf), upon the request of and for the account of the Borrower
or any Restricted Subsidiary, letters of credit (each, a “Letter of Credit”) in such form as may be approved
by the Letter of Credit Issuer in its reasonable discretion; provided that the Borrower shall be a co-applicant, and be
jointly and severally liable, with respect to each Letter of Credit issued for the account of a Restricted Subsidiary.


 






    -99-


     


    

 


(b)           Notwithstanding
the foregoing, (i) no Letter of Credit shall be issued the Stated Amount of which, when added to the Letter of Credit Obligations
at such time, would exceed the Letter of Credit Sub-Commitment then in effect, (ii) no Letter of Credit shall be issued the Stated
Amount of which, when added to the Letter of Credit Obligations and the Revolving Credit Loans and Swingline Loans outstanding
at such time, would exceed the Total Revolving Credit Commitment then in effect, (iii) no Letter of Credit shall be required to
be issued by a Letter of Credit Issuer the Stated Amount of which, when added to such Letter of Credit Issuer’s Revolving
Credit Exposure (whether held directly or through its Affiliates), would exceed the Revolving Credit Commitment of such Letter
of Credit Issuer (or its Affiliates), (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier
of (x) one year after the date of issuance thereof, unless otherwise agreed upon by the Administrative Agent and the applicable
Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter of Credit Maturity Date, (v) each Letter of Credit
shall be denominated in Dollars, (vi) no Letter of Credit shall be issued if it would be illegal under any Applicable Law for
the beneficiary of the Letter of Credit to have a Letter of Credit issued in its favor, (vii) no Letter of Credit shall be issued
after the applicable Letter of Credit Issuer has received a written notice from the Borrower or the Administrative Agent stating
that a Default or an Event of Default has occurred and is continuing until such time as the Letter of Credit Issuer shall have
received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y)
the waiver of such Default or Event of Default in accordance with the provisions of Section 13.1 or that such Default or Event
of Default is no longer continuing and (viii) Barclays Bank PLC shall not be required to issue commercial or trade letters of
credit.


 


(c)           In
connection with the establishment of any Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments
and subject to the availability of unused Commitments with respect to such newly established Class and the satisfaction of the
Conditions set forth in Section 7, the Borrower may, with the written consent of the Letter of Credit Issuer, designate any outstanding
Letter of Credit to be a Letter of Credit issued pursuant to such Class of Extended Revolving Credit Commitments or Additional/Replacement
Revolving Credit Commitments, as applicable. Upon such designation such Letter of Credit shall no longer be deemed to be issued
and outstanding under such prior Class and shall instead be deemed to be issued and outstanding under such newly established Class
of Extended Revolving Credit Commitments or Additional/Replacement Revolving Credit Commitments, as applicable.


 


(d)           On
the Closing Date, without further action by any party hereto (including the delivery of a Letter of Credit Request or any consent
of, or confirmation by or to, the Administrative Agent), subject to the terms of this Section 3, (i) each Existing Letter of Credit
set forth on Schedule 1.1(b) hereto issued by a Letter of Credit Issuer hereunder shall become a Letter of Credit outstanding
under this Agreement, shall be deemed to be a Letter of Credit issued under this Agreement and shall be subject to the terms and
conditions hereof (including Section 4.1) as if each such Letter of Credit was issued by the applicable Letter of Credit Issuer
pursuant to this Agreement and (ii) each Letter of Credit Issuer that has issued an Existing Letter of Credit shall be deemed
to have granted each Letter of Credit Participant in respect thereof and each Letter of Credit Participant in respect thereof
shall be deemed to have acquired from such Letter of Credit Issuer, on the terms and conditions of Section 3.3 hereof, for such
Letter of Credit Participant’s own account and risk, an undivided participation interest in such Letter of Credit Issuer’s
obligations and rights under each such Existing Letter of Credit equal to such Letter of Credit Participant’s Revolving
Credit Commitment Percentage, as applicable, of (A) the outstanding amount available to be drawn under such Existing Letter of
Credit and (B) the aggregate amount of any outstanding reimbursement obligations in respect thereof.


 


3.2           Letter
of Credit Requests.


 


(a)           Whenever
the Borrower (or the Borrower on behalf of any Restricted Subsidiary) desires that a Letter of Credit be issued (or amended, renewed
or extended), it shall give the Administrative Agent and the Letter of Credit Issuer a Letter of Credit Request by no later than
1:00 p.m. (New York City time) (i) at least three (or such lesser number as may be agreed upon by the Administrative Agent and
the Letter of Credit Issuer) Business Days prior to the proposed date of issuance, amendment, renewal or extension for any Letter
of Credit for the account of the Borrower or any Subsidiary Guarantor (provided that such Subsidiary Guarantor shall have
also signed the applicable Letter of Credit Request), (ii) at least five (or such lesser number as may be agreed upon by the Administrative
Agent and the Letter of Credit Issuer) Business Days prior to the proposed date of issuance, amendment, renewal or extension for
any Letter of Credit for the account of any Restricted Subsidiary that is a Domestic Subsidiary that is not a Credit Party and
(iii) at least ten (or such lesser number as may be agreed upon by the Administrative Agent and the Letter of Credit Issuer) Business
Days prior to the date of issuance, amendment, renewal or extension for any Letter of Credit for the account of any Foreign Restricted
Subsidiary. Each Letter of Credit Request shall be executed by the Borrower and sent by facsimile, by United States mail, by overnight
courier, by electronic transmission using the system provided by the Letter of Credit Issuer, by personal delivery or by any other
means acceptable to the Letter of Credit Issuer.


 






    -100-


     


    

 


(b)          In
the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Request shall specify: (A) the proposed
issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the Stated Amount thereof; (C) the expiry
date thereof (which shall be not later than the earlier of (x) one year after the date of issuance thereof, unless otherwise agreed
upon by the Administrative Agent and the applicable Letter of Credit Issuer or as provided under Section 3.2(e), and (y) the Letter
of Credit Maturity Date); (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary
in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing
thereunder and (G) such other matters as the Letter of Credit Issuer may reasonably require. In the case of a request for an amendment
of any outstanding Letter of Credit, such Letter of Credit Request shall specify: (A) the Letter of Credit to be amended; (B)
the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such
other matters as the Letter of Credit Issuer may reasonably require.


 


(c)           Promptly
after receipt of any Letter of Credit Request, the Letter of Credit Issuer will confirm with the Administrative Agent in writing
that the Administrative Agent has received a copy of such Letter of Credit Request from the Borrower and, if not, the Letter of
Credit Issuer will provide the Administrative Agent with a copy thereof. Unless the Letter of Credit Issuer has received written
notice from the Required Revolving Credit Lenders, the Administrative Agent, the Borrower or any other Credit Party at least two
Business Days prior to the requested date of issuance or amendment of the Letter of Credit, that one or more applicable conditions
contained in Section 7 shall not then be satisfied, then, subject to the terms and conditions hereof, the Letter of Credit Issuer
shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Restricted Subsidiary)
or enter into the applicable amendment, as the case may be, in each case in accordance with the terms hereof.


 


(d)          The
making of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower that the Letter of
Credit may be issued in accordance with, and will not violate the requirements of, Section 3.1(b).


 


(e)           If
the Borrower so requests in any applicable Letter of Credit Request, the Letter of Credit Issuer may agree to issue a Letter of
Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided
that any such Auto-Extension Letter of Credit must permit the Letter of Credit Issuer to prevent any such extension at least once
in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary
thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed
upon at the time such Letter of Credit is issued. Unless otherwise directed by the Letter of Credit Issuer, the Borrower shall
not be required to make a specific request to the Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter
of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Letter of Credit Issuer to
permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Maturity Date;
provided, however, that the Letter of Credit Issuer shall not permit any such extension if (A) the Letter of Credit
Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit
in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B)
it has received written notice on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from
the Administrative Agent that the Required Revolving Credit Lenders have elected not to permit such extension or (2) from the
Administrative Agent, the Required Revolving Credit Lenders or the Borrower that one or more of the applicable conditions specified
in Section 7 are not then satisfied, and in each such case directing the Letter of Credit Issuer not to permit such extension.


 






    -101-


     


    

 


(f)            Promptly
after its delivery of any Letter of Credit or any amendment, renewal or extension to a Letter of Credit to an advising bank with
respect thereto or to the beneficiary thereof, the Letter of Credit Issuer will notify the Administrative Agent of such delivery,
amendment, renewal or extension and will also deliver to the Borrower a true and complete copy of such Letter of Credit or amendment,
renewal or extension. On the last Business Day of each March, June, September and December, the Letter of Credit Issuer shall
provide the Administrative Agent a list of all Letters of Credit issued by it that are outstanding at such time.


 


3.3           Letter
of Credit Participations.


 


(a)           Immediately
upon the issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of Credit Issuer shall be deemed to have
sold and transferred to each other Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section
3.3(a), a “Letter of Credit Participant”), and each such Letter of Credit Participant shall be deemed irrevocably
and unconditionally to have purchased and received from the Letter of Credit Issuer, without recourse or warranty, an undivided
interest and participation (each, a “Letter of Credit Participation”), to the extent of such Letter of Credit
Participant’s Revolving Credit Commitment Percentage, in such Letter of Credit, each substitute letter of credit, each drawing
made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty
pertaining thereto (although Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of
the Letter of Credit Participants as provided in Section 4.1(c) and the Letter of Credit Participants shall have no right to receive
any portion of any fees paid to the Administrative Agent for the account of the Letter of Credit Issuer in respect of each Letter
of Credit issued hereunder).


 


(b)           In
determining whether to pay under any Letter of Credit, the Letter of Credit Issuer shall have no obligation relative to the Letter
of Credit Participants other than to confirm to the Administrative Agent that any documents required to be delivered under such
Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit.
Any action taken or omitted to be taken by the Letter of Credit Issuer under or in connection with any Letter of Credit issued
by it, if taken or omitted in the absence of gross negligence or willful misconduct, as determined in a final non-appealable judgment
of a court of competent jurisdiction, shall not create for the Letter of Credit Issuer any resulting liability.


 


(c)           Whenever
the Administrative Agent receives a payment in respect of an unpaid reimbursement obligation for the account of the Letter of
Credit Issuer from the Borrower, the Administrative Agent shall promptly pay to each Letter of Credit Participant that has paid
its Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in immediately available funds, an
amount equal to such Letter of Credit Participant’s share (based upon the proportionate aggregate amount originally funded
or deposited by such Letter of Credit Participant to the aggregate amount funded or deposited by all Letter of Credit Participants)
of the principal amount of such reimbursement obligation and interest thereon accruing after the purchase of the respective Letter
of Credit Participations; provided that the amount paid to any Letter of Credit Participant shall not exceed the amount
funded or deposited by such Letter of Credit Participant.


 


(d)           The
obligations of the Letter of Credit Participants to purchase Letter of Credit Participations from the Letter of Credit Issuer
and make payments to the Administrative Agent for the account of the Letter of Credit Issuer with respect to Letters of Credit
shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever
and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including under any of
the following circumstances:


 


(i)       any
lack of validity or enforceability of this Agreement or any of the other Credit Documents;


 


(ii)       the
existence of any claim, set-off, defense or other right that the Borrower may have at any time against a beneficiary named in
a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such beneficiary or transferee may be acting),
the Administrative Agent, the Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement,
any Letter of Credit, the transactions contemplated hereby or any unrelated transactions (including any underlying transaction
between the Borrower and the beneficiary named in any such Letter of Credit);


 






    -102-


     


    

 


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


 


(iv)       the
surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents;


 


(v)       the
occurrence of any Default or Event of Default; or


 


(vi)       any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, any Credit Party or Restricted Subsidiary.


 


3.4           Agreement
to Repay Letter of Credit Drawings.


 


(a)           The
Borrower hereby agrees to reimburse the Letter of Credit Issuer in Dollars with respect to any drawing under any Letter of Credit,
by making payment, whether with its own funds, with the proceeds of Revolving Credit Loans or any other source, to the Administrative
Agent for the account of the Letter of Credit Issuer in immediately available funds, for any payment or disbursement made by the
Letter of Credit Issuer under any Letter of Credit issued by it (with respect to each such amount so paid under a Letter of Credit
until reimbursed, a “Unpaid Drawing” (i) within one Business Day of the date of such payment or disbursement,
if the Letter of Credit Issuer provides notice to the Borrower of such payment or disbursement prior to 11:00 a.m. (New York City
time) on such next succeeding Business Day after the date of such payment or disbursement or (ii) if such notice is received after
such time, on the next Business Day following the date of receipt of such notice (such required date for reimbursement under clause
(i) or (ii), as applicable (the “Required Reimbursement Date”), with interest on the amount so paid or disbursed
by such Letter of Credit Issuer, from and including the date of such payment or disbursement to but excluding the Required Reimbursement
Date, at the per annum rate for each day equal to the rate described in Section 2.8(a); provided that, notwithstanding
anything contained in this Agreement to the contrary, with respect to any Letter of Credit, (i) unless the Borrower shall have
notified the Administrative Agent and the Letter of Credit Issuer prior to 11:00 a.m. (New York City time) on the Required Reimbursement
Date that the Borrower intends to reimburse the Letter of Credit Issuer for the amount of such drawing with funds other than the
proceeds of Revolving Credit Loans, the Borrower shall be deemed to have given a Notice of Borrowing requesting that the Lenders
with Revolving Credit Commitments make Revolving Credit Loans (which shall be ABR Loans) on the Required Reimbursement Date in
an amount equal to the amount of such drawing, and (ii) the Administrative Agent shall promptly notify each Letter of Credit Participant
of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof, and each Letter of Credit Participant
shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in the manner deemed to have been requested in
the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid Drawing by 12:00 noon (New York City time) on
such Required Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such
Revolving Credit Loans made in respect of such Unpaid Drawing on such Required Reimbursement Date shall be made without regard
to the Minimum Borrowing Amount and without regard to the satisfaction of the conditions set forth in Section 7. The Administrative
Agent shall use the proceeds of such Revolving Credit Loans solely for the purpose of reimbursing the Letter of Credit Issuer
for the related Unpaid Drawing. If and to the extent such Letter of Credit Participant shall not have so made its Revolving Credit
Commitment Percentage of the amount of such payment available to the Administrative Agent for the account of the Letter of Credit
Issuer, or that in the sole judgment of the Letter of Credit Issuer, such Revolving Credit Loan cannot for any reason be made
on the date otherwise required above (including as a result of the commencement of a proceeding under any Debtor Relief Law in
respect of the Borrower), each Letter of Credit Participant hereby agrees that its participation in such Unpaid Drawing shall
remain outstanding in lieu of funding its portion of such Revolving Credit Loan and such Letter of Credit Participant agrees to
pay to the Administrative Agent for the account of the Letter of Credit Issuer, forthwith on demand, such amount, together with
interest thereon for each day from such date until the date such amount is paid to the Administrative Agent for the account of
the Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any
administrative, processing or similar fees customarily charged by the Letter of Credit Issuer in connection with the foregoing.
The failure of any Letter of Credit Participant to make available to the Administrative Agent for the account of the Letter of
Credit Issuer its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other
Letter of Credit Participant of its obligation hereunder to make available to the Administrative Agent for the account of the
Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such Letter of Credit on the date required,
as specified above, but no Letter of Credit Participant shall be responsible for the failure of any other Letter of Credit Participant
to make available to the Administrative Agent such other Letter of Credit Participant’s Revolving Credit Commitment Percentage
of any such payment.


 






    -103-


     


    

 


(b)          The
obligations of the Borrower under this Section 3.4 to reimburse the Letter of Credit Issuer with respect to Unpaid Drawings (including,
in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any set-off,
counterclaim or defense to payment that the Borrower or any other Person may have or have had against the Letter of Credit Issuer,
the Administrative Agent or any Lender (including in its capacity as a Letter of Credit Participant), including any defense based
upon the failure of any drawing under a Letter of Credit (each, a “Drawing”) to conform to the terms of such
Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such Drawing; provided
that the Borrower shall not be obligated to reimburse the Letter of Credit Issuer for any wrongful payment made by the Letter
of Credit Issuer under the Letter of Credit issued by it as a result of acts or omissions constituting willful misconduct or gross
negligence on the part of the Letter of Credit Issuer as determined in the final, non-appealable judgment of a court of competent
jurisdiction.


 


3.5           Increased
Costs. If a Change in Law shall either (a) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any Letter of Credit
Participant’s Letter of Credit Participation therein or (b) impose on the Letter of Credit Issuer or any Letter of Credit
Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or Letter of Credit
Participations therein or any Letter of Credit or such Letter of Credit Participant’s Letter of Credit Participation therein,
and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such Letter of Credit Participant
of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by
the Letter of Credit Issuer or such Letter of Credit Participant hereunder (other than any such increase or reduction attributable
to (i) taxes indemnifiable under Section 5.4, (ii) taxes described in clause (A), (B) or (C) of Section 5.4(a) or (iii) taxes
described in Section 5.4(f)) in respect of Letters of Credit or Letter of Credit Participations therein, then, promptly after
receipt of written demand to the Borrower by the Letter of Credit Issuer or such Letter of Credit Participant, as the case may
be (a copy of which notice shall be sent by the Letter of Credit Issuer or such Letter of Credit Participant to the Administrative
Agent), the Borrower shall pay to the Letter of Credit Issuer or such Letter of Credit Participant such additional amount or amounts
as will compensate the Letter of Credit Issuer or such Letter of Credit Participant for such increased cost or reduction, it being
understood and agreed, however, that the Letter of Credit Issuer or a Letter of Credit Participant shall not be entitled to such
compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such
Applicable Law that would have existed in the event that a Change in Law had not occurred. A certificate submitted to the Borrower
by the Letter of Credit Issuer or a Letter of Credit Participant, as the case may be (a copy of which certificate shall be sent
by the Letter of Credit Issuer or such Letter of Credit Participant to the Administrative Agent), setting forth in reasonable
detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer
or such Letter of Credit Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable
error. Notwithstanding the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek compensation under this Section
3.5 based on the occurrence of a Change in Law arising solely from (x) the Dodd-Frank Wall Street Reform and Consumer Protection
Act or any requests, rules, guidelines or directives thereunder or issued in connection therewith or (y) Basel III or any requests,
rules, guidelines or directives thereunder or issued in connection therewith, unless such Lender or Letter of Credit Issuer is
generally seeking compensation from other borrowers in the U.S. leveraged loan market with respect to its similarly affected commitments,
loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.5.


 






    -104-


     


    

 


3.6           New
or Successor Letter of Credit Issuer.


 





(a)           Any
Letter of Credit Issuer may resign as a Letter of Credit Issuer upon 30 days’ prior written notice to the Administrative
Agent, the applicable Revolving Credit Lenders and the Borrower. Subject to the terms of the following sentence, the Borrower
may replace the Letter of Credit Issuer for any reason upon written notice to the Administrative Agent and the Letter of Credit
Issuer and the Borrower may add Letter of Credit Issuers at any time upon notice to the Administrative Agent and with the agreement
of such new Letter of Credit Issuer. If the Letter of Credit Issuer shall resign or be replaced, or if the Borrower shall decide
to add a new Letter of Credit Issuer under this Agreement, then the Borrower may appoint a successor issuer of Letters of Credit
or a new Letter of Credit Issuer, as the case may be, with the consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed), whereupon such successor issuer shall succeed to the rights, powers and duties of the replaced or resigning
Letter of Credit Issuer under this Agreement and the other Credit Documents, or such new issuer of Letters of Credit shall be
granted the rights, powers and duties of a Letter of Credit Issuer hereunder, and the term “Letter of Credit Issuer”
shall mean such successor or such new issuer of Letters of Credit effective upon such appointment. At the time such resignation
or replacement shall become effective, the Borrower shall pay to the resigning or replaced Letter of Credit Issuer all accrued
and unpaid fees pursuant to Sections 4.1(b) and 4.1(d). The acceptance of any appointment as a Letter of Credit Issuer hereunder,
whether as a successor issuer or new issuer of Letters of Credit in accordance with this Agreement, shall be evidenced by an agreement
entered into by such new or successor issuer of Letters of Credit, in a form satisfactory to the Borrower and the Administrative
Agent, and, from and after the effective date of such agreement, such new or successor issuer of Letters of Credit shall become
a “Letter of Credit Issuer” hereunder. After the resignation or replacement of a Letter of Credit Issuer hereunder,
the resigning or replaced Letter of Credit Issuer shall remain a party hereto and shall continue to have all the rights and obligations
of a Letter of Credit Issuer under this Agreement and the other Credit Documents with respect to Letters of Credit issued by it
prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit or amend or renew existing
Letters of Credit. In connection with any resignation or replacement pursuant to this clause (a) (but, in case of any such resignation,
only to the extent that a successor issuer of Letters of Credit shall have been appointed), either (i) the Borrower, the resigning
or replaced Letter of Credit Issuer and the successor issuer of Letters of Credit shall arrange to have any outstanding Letters
of Credit issued by the resigning or replaced Letter of Credit Issuer replaced with Letters of Credit issued by the successor
issuer of Letters of Credit or (ii) the Borrower shall cause the successor issuer of Letters of Credit, if such successor issuer
is reasonably satisfactory to the replaced or resigning Letter of Credit Issuer, to issue “back-stop” Letters of Credit
naming the resigning or replaced Letter of Credit Issuer as beneficiary for each outstanding Letter of Credit issued by the resigning
or replaced Letter of Credit Issuer, which new Letters of Credit shall have a face amount equal to the Letters of Credit being
back-stopped, and the sole requirement for drawing on such new Letters of Credit shall be a drawing on the corresponding back-stopped
Letters of Credit. After any resigning or replaced Letter of Credit Issuer’s resignation or replacement as Letter of Credit
Issuer, the provisions of this Agreement relating to a Letter of Credit Issuer shall inure to its benefit as to any actions taken
or omitted to be taken by it (A) while it was a Letter of Credit Issuer under this Agreement or (B) at any time with respect to
Letters of Credit issued by such Letter of Credit Issuer.


 


(b)          To
the extent that there are, at the time of any resignation or replacement as set forth in clause (a) above, any outstanding Letters
of Credit, nothing herein shall be deemed to impact or impair any rights and obligations of any of the parties hereto with respect
to such outstanding Letters of Credit (including, without limitation, any obligations related to the payment of fees or the reimbursement
or funding of amounts drawn), except that the Borrower, the resigning or replaced Letter of Credit Issuer and the successor issuer
of Letters of Credit shall have the obligations regarding outstanding Letters of Credit described in clause (a) above.


 






    -105-


     


    

 


3.7           Role
of Letter of Credit Issuer. Each Revolving Credit Lender and the Borrower agree that, in paying any drawing under a Letter
of Credit, the Letter of Credit Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such document. None of the Letter of Credit Issuer, any Related
Party of the Letter of Credit Issuer, the Administrative Agent, any of their respective Affiliates or any correspondent, participant
or assignee of the Letter of Credit Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith
at the request or with the approval of the Required Lenders or the Required Revolving Credit Lenders, as applicable, (ii) any
action taken or omitted in the absence of gross negligence, bad faith or willful misconduct; or (iii) the due execution, effectiveness,
validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby
assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided
that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as
it may have against the beneficiary or transferee at law or under any other agreement. None of the Letter of Credit Issuer, any
Related Party of the Letter of Credit Issuer, the Administrative Agent, any of their respective Affiliates or any correspondent,
participant or assignee of the Letter of Credit Issuer shall be liable or responsible for any of the matters described in Section
3.3(d); provided that anything in such Section to the contrary notwithstanding, the Borrower may have a claim against the
Letter of Credit Issuer, and the Letter of Credit Issuer may be liable to the Borrower, to the extent, but only to the extent,
of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower caused by the Letter of Credit Issuer’s
willful misconduct or gross negligence, as determined in a final non-appealable judgment of a court of competent jurisdiction,
or the Letter of Credit Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary
of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit (as determined by a
court of competent jurisdiction in a final and non-appealable order). In furtherance and not in limitation of the foregoing, the
Letter of Credit Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the Letter of Credit Issuer shall not be responsible for the validity
or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.


 


3.8           Cash
Collateral.


 


(a)            If,
as of the Letter of Credit Maturity Date, there are any Letter of Credit Obligations, the Borrower shall promptly (and in any
event not later than the following Business Day) Cash Collateralize the Letter of Credit Obligations that for any reason remain
outstanding. Section 2.16 and Section 5.2 set forth certain additional circumstances under which Cash Collateral may be, or is
required to be, delivered hereunder.


 


(b)            If
any Event of Default shall occur and be continuing, the Required Revolving Credit Lenders may require that the Letter of Credit
Obligations be Cash Collateralized; provided that, upon the occurrence of an Event of Default referred to in Section 11.5,
the Borrower shall immediately Cash Collateralize the Letters of Credit then outstanding and no notice or request by or consent
from the Required Lenders shall be required.


 


(c)            For
purposes of this Agreement, “Cash Collateralize” means to pledge and deposit with or deliver to the Collateral
Agent, for the benefit of the Letter of Credit Issuer collateral for the Letter of Credit Obligations cash or deposit account
balances (“Cash Collateral”) in an amount equal to 102% of the amount of the Letter of Credit Obligations required
to be Cash Collateralized pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent
and the Letter of Credit Issuer (which documents are hereby consented to by the Revolving Credit Lenders). Derivatives of such
terms have corresponding meanings. The Borrower hereby grants to the Collateral Agent, for the benefit of the Letter of Credit
Issuer and the Letter of Credit Participants, a security interest in all such cash, deposit accounts and all balances therein
and all proceeds of the foregoing. If at any time the Administrative Agent determines that Cash Collateral is subject to any right
or claim of any Person other than the Collateral Agent, the Letter of Credit Issuer or the Letter of Credit Participants, other
than any Liens permitted under Section 10.2, or that the total amount of such Cash Collateral is less than the amount required
to be delivered as described above, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the
Collateral Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. Cash Collateral shall be maintained
in blocked, interest bearing deposit accounts with the Collateral Agent.


 


(d)           Notwithstanding
anything to the contrary contained in this Agreement, Cash Collateral provided under this Agreement in respect of Letters of Credit
shall be held and applied to the satisfaction of the specific Letter of Credit Obligations, obligations to fund participations
therein, any interest accrued on such obligation and other obligations for which the Cash Collateral was so provided, prior to
any other application of such property as may otherwise be provided for herein.


 


(e)           Cash
Collateral (or the appropriate portion thereof) provided to reduce or secure any obligations herein shall be released promptly
following (i) the elimination of the applicable obligation giving rise thereto or (ii) the determination by the Administrative
Agent and the Letter of Credit Issuer that there exists excess Cash Collateral; provided, however that (x) any such release
shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain subject to, any other
Lien conferred under the Credit Documents and the other applicable provisions of the Credit Documents, and (y) the Person providing
Cash Collateral and the Letter of Credit Issuer may agree that Cash Collateral shall not be released but instead held to support
anticipated obligations.


 






    -106-


     


    

 


3.9           [Reserved]


 


3.10         Conflict
with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms
hereof shall control.


 


3.11         Letters
of Credit Issued for Restricted Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in
support of any obligations of, or is for the account of, a Restricted Subsidiary, the Borrower shall be obligated to reimburse
the Letter of Credit Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that
the issuance of Letters of Credit for the account of Restricted Subsidiaries inures to the benefit of the Borrower, and that the
Borrower’s business derives substantial benefits from the businesses of such Restricted Subsidiaries.


 


3.12         Other.


 


(a)           The
Letter of Credit Issuer shall be under no obligation to issue any Letter of Credit if:


 


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


 


(ii)       the
issuance of such Letter of Credit would violate one or more policies of the Letter of Credit Issuer;


 


(iii)       except
as otherwise agreed by the Administrative Agent and the Letter of Credit Issuer, such Letter of Credit is in an initial Stated
Amount less than $100,000, in the case of a commercial Letter of Credit, or $10,000, in the case of a standby Letter of Credit;


 


(iv)       such
Letter of Credit is denominated in a currency other than Dollars; or


 


(v)       such
Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder.


 


(b)           The
Letter of Credit Issuer shall be under no obligation to amend any Letter of Credit if (A) the Letter of Credit Issuer would have
no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of
such Letter of Credit does not accept the proposed amendment to such Letter of Credit.


 


(c)           The
Letter of Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it
and the documents associated therewith and the Letter of Credit Issuer shall have all of the benefits and immunities (A) provided
to the Administrative Agent in Section 12 with respect to any acts taken or omissions suffered by the Letter of Credit Issuer
in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters
of Credit as fully as if the term “Administrative Agent” as used in Section 12 included the Letter of Credit Issuer
with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Letter of Credit Issuer.


 






    -107-


     


    

 


3.13        Applicability
of ISP and UCP. Unless otherwise expressly agreed by the Letter of Credit Issuer and the Borrower when a Letter of Credit
is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to
each commercial Letter of Credit. Notwithstanding the foregoing, the Letter of Credit Issuer shall not be responsible to the Borrower
for, and the Letter of Credit Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or
inaction of the Letter of Credit Issuer required or permitted under any Applicable Law, order, or practice that is required or
permitted to be applied to any Letter of Credit or this Agreement, including the Applicable Law or any order of a jurisdiction
where the Letter of Credit Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the
decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance
and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice,
whether or not any Letter of Credit chooses such law or practice.


 


SECTION 4.Fees; Commitment
Reductions and Terminations.


 


4.1           Fees.


 


(a)           The
Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender (in each case pro rata
according to the respective Revolving Credit Commitments of all such Revolving Credit Lenders) a commitment fee (the “Commitment
Fee”) in Dollars that shall accrue daily from and including the Closing Date to but excluding the Revolving Credit Termination
Date. Each such Commitment Fee shall be payable (x) quarterly in arrears on the last Business Day of each March, June, September
and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and (y)
on the Revolving Credit Termination Date (for the period ended on such date for which no payment has been received pursuant to
clause (x) above), and shall be computed for each day during such period at a rate per annum equal to the Commitment Fee Rate
in effect on such day to be calculated based on the actual amount of the Available Revolving Credit Commitment (in each case,
assuming for this purpose that there is no reference to Swingline Loans in clause (b)(i) of the definition of Available Revolving
Credit Commitment) in effect on such day.


 


(b)           Without
duplication, the Borrower agrees to pay to the Letter of Credit Issuer for its own account a fronting fee (the “Fronting
Fee”) with respect to each Letter of Credit issued by such Letter of Credit Issuer on the Borrower’s behalf, computed
at the rate for each day for the period from and including the date of issuance of such Letter of Credit to but excluding the
termination or expiration date of such Letter of Credit equal to 0.125% per annum (or such other percentage per annum as may be
agreed between the applicable Letter of Credit Issuer and the Borrower), times the actual daily Stated Amount of such Letter
of Credit. The Fronting Fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September
and December, and on the Revolving Credit Termination Date.


 


(c)            The
Borrower agrees to pay to the Administrative Agent for the account of each Revolving Credit Lender, pro rata according
to the Letter of Credit Exposure of such Lender, a fee in Dollars in respect of each Letter of Credit (the “Letter of
Credit Fee”), for the period from and including the date of issuance of such Letter of Credit to but excluding the termination
or expiration date of such Letter of Credit, computed at the per annum rate for each day equal to (x) the Applicable Margin for
Eurodollar Loans then in effect for Revolving Credit Loans times (y) the actual daily Stated Amount of such Letter of Credit.
Each Letter of Credit Fee shall be due and payable quarterly in arrears on the last Business Day of each March, June, September
and December and on the Revolving Credit Termination Date. If there is any change in the Applicable Margin during any quarter,
the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each
period during such quarter that such Applicable Margin was in effect.


 


(d)           The
Borrower agrees to pay directly to each Letter of Credit Issuer for its own account the customary issuance, presentation, amendment
and other processing fees, and other standard costs and charges, of the Letter of Credit Issuer relating to Letters of Credit
as from time to time in effect. Such customary fees and standard costs and charges are due and payable within 10 Business Days
after demand and are nonrefundable.


 


(e)           The
Borrower agrees to pay to the Administrative Agent the administrative agency fees in the amounts and on the dates as set forth
in the Fee Letter.


 






    -108-


     


    

 


(f)            The
Borrower agrees to pay to the Administrative Agent, for the account of each Initial Term Loan Lender on the Closing Date, an upfront
fee equal to 0.50% of the aggregate principal amount of the Initial Term Loans made on the Closing Date, which may be reflected
as original issue discount. All such fees payable under this Section 4.1(f) shall be payable in full on the Closing Date.


 


4.2           Voluntary
Reduction of Commitments.


 


(a)           Upon
the prior written notice to the Administrative Agent at the Administrative Agent’s Office (in which case the Administrative
Agent shall promptly notify each of the Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently
to terminate or reduce the Commitments of any Class, as determined by the Borrower, in whole or in part; provided that
(a) any such notice shall be received by the Administrative Agent not later than 1:00 p.m., at least two Business Days prior to
the proposed date of termination or reduction, (b) any such termination or reduction shall apply proportionately and permanently
to reduce the Commitments of each of the Lenders within such Class, except that, notwithstanding the foregoing, (1) the Borrower
may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance
of doubt, to the Commitments with respect to any Class of Extended Revolving Credit Commitments without any termination or reduction
of the Commitments with respect to any Existing Revolving Credit Commitments of the same Specified Existing Revolving Credit Commitment
Class) and (2) in connection with the establishment on any date of any Extended Revolving Credit Commitments pursuant to Section
2.15, the Existing Revolving Credit Commitments of any one or more Lenders providing any such Extended Revolving Credit Commitments
on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Credit Commitments so extended
on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Credit Commitments, by any greater
amount so long as (a) a proportionate reduction of the Specified Existing Revolving Credit Commitments has been offered to each
Lender to whom the applicable Revolving Credit Extension Request has been made (which may be conditioned upon such Lender becoming
an Extending Lender), and (b) the Borrower prepays the Existing Revolving Credit Loans of such Class owed to such Lenders providing
such Extended Revolving Credit Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment
or reduction, the Existing Revolving Credit Loans of such Class are held by the Lenders of such Class on a pro rata basis
in accordance with their Existing Revolving Credit Commitments of such Class after giving pro forma effect to such reduction)
(provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date,
the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Credit Commitment
thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, for the avoidance of doubt,
exclusive of such Lender’s Extended Revolving Credit Commitment and any exposure in respect thereof) and (y) for the avoidance
of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance with the requirements of
Section 5.3(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving
pro forma effect to any conversion or exchange pursuant to Section 2.15 of Existing Revolving Credit Commitments and Existing
Revolving Credit Loans into Extended Revolving Credit Commitments and Extended Revolving Credit Loans respectively, and prior
to any reduction being made to the Commitment of any other Lender), (c) any partial reduction pursuant to this Section 4.2 shall
be in an aggregate amount of at least $1,000,000 or any whole multiple of $1,000,000 in excess thereof, (d) after giving pro forma
effect to such termination or reduction and to any prepayments of Loans or cancellation or Cash Collateralization of Letters of
Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ revolving credit
exposures for such Class shall not exceed the Total Revolving Credit Commitment for such Class, (e) after giving pro forma effect
to such termination or reduction and to any prepayments of Additional/Replacement Revolving Credit Loans of any Class or cancellation
or cash collateralization of letters of credit made on the date thereof in accordance with this Agreement, the aggregate amount
of such Lenders’ revolving credit exposures for such Class shall not exceed the Total Additional/Replacement Revolving Credit
Commitment for such Class and the aggregate amount of the Lenders’ revolving credit exposure for all Classes shall not exceed
the Total Revolving Credit Commitment for all Classes, and (f) if, after giving pro forma effect to any reduction hereunder, the
Letter of Credit Commitment or the Swingline Commitment exceeds the sum of the Total Revolving Credit Commitment and the Total
Additional/Replacement Revolving Credit Commitment (if any), such Commitment shall be automatically reduced by the amount of such
excess.


 






    -109-


     


    





 


(b)           Upon
at least one Business Day’s prior written notice to the Administrative Agent and the Letter of Credit Issuer (which notice
the Administrative Agent shall promptly transmit to each of the applicable Revolving Credit Lenders), the Borrower shall have
the right, on any day, permanently to terminate or reduce the Letter of Credit Sub-Commitment, in whole or in part; provided
that, after giving pro forma effect to such termination or reduction, the Letter of Credit Obligations shall not exceed the
Letter of Credit Sub-Commitment.


 


(c)           Notwithstanding
anything to the contrary set forth in Section 4.2(a), the Borrower may terminate the unused amount of the Commitment of a Defaulting
Lender upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the
Lenders thereof), and in such event the provisions of Section 2.16(f) will apply to all amounts thereafter paid by the Borrower
for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or
other amounts); provided that such termination will not be deemed to be a waiver or release of any claim the Borrower,
the Administrative Agent, any Letter of Credit Issuer, any Swingline Lender or any Lender may have against such Defaulting Lender.


 


4.3          Mandatory
Termination of Commitments.


 


(a)          The
Total Initial Term Loan Commitment shall terminate upon the occurrence of the Closing Date.


 


(b)          The
Total Revolving Credit Commitment shall terminate at 2:00 p.m. (New York City time) on the Revolving Credit Maturity Date.


 


(c)          The
Swingline Commitments shall terminate at 2:00 p.m. (New York City time) on the Swingline Maturity Date.


 


(d)          The
Incremental Term Loan Commitment for any Class shall, unless otherwise provided in the documentation governing such Incremental
Term Loan Commitment, terminate at 5:00 p.m. (New York City time) on the Incremental Facility Closing Date for such Class.


 


(e)          The
Additional/Replacement Revolving Credit Commitment for any Class shall terminate at 5:00 p.m. (New York City time) on the maturity
date for such Class specified in the documentation governing such Class.


 


(f)           The
Extended Loan/Commitment for any Extension Series shall terminate at 5:00 p.m. (New York City time) on the maturity date for such
Class specified in the Extension Agreement.


 


SECTION 5.       Payments.


 


5.1       Voluntary
Prepayments.


 


(a)          The
Borrower shall have the right to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement
Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 5.1(b), premium or penalty, in whole or in
part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent at the Administrative
Agent’s Office written notice of its intent to make such prepayment, the amount of such prepayment and in the case of Eurodollar
Loans, the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit O and be
given by the Borrower no later than (x) 10:00 a.m. (New York City time) on the date of such prepayment (in the case of ABR Loans)
(y) 2:00 p.m. (New York City time) on the date of such prepayment (in the case of Swingline Loans) or (z) 1:00 p.m. (New York
City time) three Business Days prior to (in the case of Eurodollar Loans), and, in each case, the Administrative Agent shall promptly
notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, (2) each partial prepayment of any Borrowing
of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000
and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least
$100,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the
outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar
Loans and (3) any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest
Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each
such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment
in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order
as the Borrower may determine and may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of
doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement
to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term
Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted
or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments
to reduce Repayment Amounts or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds
be applied to reduce the Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes.
All prepayments under this Section 5.1 shall also be subject to the provisions of Sections 5.2(d) and 5.2(e). At the Borrower’s
election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a
Defaulting Lender.


 






    -110-


     


    

 


(b)          Notwithstanding
anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction (including
any Incurrence of Incremental Term Loans pursuant to the proviso of Section 2.14(b) in respect of Initial Term Loans) that is
consummated prior to the twelve-month anniversary of the Closing Date, the Borrower agrees to pay to the Administrative Agent,
for the ratable account of each Lender with outstanding Initial Term Loans, a fee in an amount equal to 1.0% of (x) in the case
of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all
Initial Term Loans prepaid (or converted or exchanged) in connection with such Repricing Transaction and (y) in the case of a
Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of all Initial Term Loans
outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees
shall be due and payable upon the date of the effectiveness of such Repricing Transaction. For the avoidance of doubt, on and
after the date that is twelve months following the Closing Date, no fee shall be payable pursuant to this Section 5.1(b).


 


5.2          Mandatory
Prepayments.


 


(a)          Term
Loan Prepayments.


 


(i)            On
each occasion that a Prepayment Event occurs, the Borrower shall, within five Business Day after the receipt of Net Cash Proceeds
from a Debt Incurrence Prepayment Event and within thirty days after the receipt of Net Cash Proceeds in connection with the occurrence
of any other Prepayment Event, offer to prepay (or, in the case of a Debt Incurrence Prepayment Event arising from (A) the Incurrence
of Incremental Term Loans in reliance on clause (x) of the proviso to Section 2.14(b), (B) the Incurrence of Permitted Additional
Debt in reliance on clause (x) of Section 10.1(u)(i) or (C) to the extent relating to Term Loans, the Incurrence of any Credit
Agreement Refinancing Indebtedness (any of the foregoing, a “Specified Debt Incurrence Prepayment Event”),
prepay), in accordance with Sections 5.2(c) and 5.2(d) below, without premium or penalty, a principal amount of Term Loans in
an amount equal to 100% of the Net Cash Proceeds from such Prepayment Event; provided that, in the case of Net Cash Proceeds
from an Asset Sale Prepayment Event or a Recovery Prepayment Event, the Borrower may use cash in an amount not to exceed the amount
of such Net Cash Proceeds to prepay, redeem, defease, acquire, repurchase or make a similar payment to any Permitted Equal Priority
Refinancing Debt or any Permitted Additional Debt secured by a Lien on the Collateral that ranks equal in priority to the Liens
on such Collateral securing the Obligations (but without regard to the control of remedies), in each case the documentation with
respect to which requires the issuer or borrower under such Indebtedness to prepay or make an offer to prepay, redeem, repurchase,
defease, acquire or satisfy and discharge such Indebtedness with the proceeds of such Prepayment Event, in each case in an amount
not to exceed the product of (1) the amount of such Net Cash Proceeds multiplied by (2) a fraction, the numerator of which
is the outstanding principal amount of the Permitted Equal Priority Refinancing Debt and Permitted Additional Debt secured by
a Lien on the Collateral that ranks equal in priority to the Liens on such Collateral securing the Obligations (but without regard
to control of remedies) and with respect to which such a requirement to prepay or make an offer to prepay, redeem, repurchase,
defease, acquire or satisfy and discharge exists and the denominator of which is the sum of the outstanding principal amount of
such Permitted Equal Priority Refinancing Debt and Permitted Additional Debt and the outstanding principal amount of Term Loans;
provided that in the case of Net Cash Proceeds from an Asset Sale Prepayment Event or a Recovery Prepayment Event, (A)
the percentage in this Section 5.2(a)(i) shall be reduced to 50.0% if the Borrower’s Consolidated First Lien Debt to Consolidated
EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the
Net Cash Proceeds are required to be offered, is less than or equal to 4.50 to 1.00 but greater than 4.00 to 1.00 and (B) no payment
of any Term Loans shall be required under this Section 5.2(a)(i) if the Borrower’s Consolidated First Lien Debt to Consolidated
EBITDA Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date the
Net Cash Proceeds are required to be offered, is less than or equal to 4.00 to 1.00.


 






    -111-


     


    

 


(ii)           Not
later than the date that is ten Business Days following the date Section 9.1 Financials are required to be delivered under Section
9.1(a) (commencing with the Section 9.1 Financials to be delivered with respect to the fiscal year ending December 31, 2017),
the Borrower shall offer to prepay, in accordance with Sections 5.2(c) and 5.2(d) below, without premium or penalty, an aggregate
principal amount of Term Loans equal to (x) 50.0% of Excess Cash Flow for such fiscal year minus (y) at the Borrower’s
option, the aggregate principal amount of Term Loans voluntarily prepaid pursuant to Section 5.1, the aggregate principal amount
of Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and other revolving
loans that are effective in reliance on Section 10.1(a) or Section 10.1(u) voluntarily prepaid pursuant to Section 5.1 to the
extent accompanied by a permanent reduction of such Revolving Credit Commitments, Incremental Revolving Credit Commitment Increases,
Extended Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments or other revolving commitments, as
applicable, in an equal amount pursuant to Section 4.2 (or equivalent provision governing such revolving credit facility) and
the aggregate amount of cash consideration paid by any Purchasing Borrower Party (other than Holdings) to effect any assignment
to it of Term Loans pursuant to Section 13.6(g), but only to the extent that such Term Loans (x) have been acquired pursuant to
an offer made to all Lenders within any Class of Term Loans on a pro rata basis (in which case, the applicable reduction
to the required Excess Cash Flow payment shall be for the amounts owing to such Class only) and (y) have been cancelled, but excluding
the aggregate principal amount of any such voluntary prepayments and any such assignments made with the proceeds of Incurrences
of long-term Indebtedness or issuances of Capital Stock), in each case during such fiscal year or after year-end and prior to
the time such prepayment pursuant to this Section 5.2(a)(ii) is due; provided that, in the case that Excess Cash Flow is
required to be offered to prepay any Term Loans, the Borrower may use cash in an amount not to exceed the amount of such Excess
Cash Flow required to be offered to prepay the Term Loans to prepay, redeem, defease, acquire, repurchase or make a similar payment
to any Permitted Equal Priority Refinancing Debt or any Permitted Additional Debt secured by a Lien on the Collateral that ranks
equal in priority to the Liens on such Collateral securing the Obligations (but without regard to the control of remedies), in
each case the documentation with respect to which requires the issuer or borrower under such Indebtedness to prepay or make an
offer to prepay, redeem, repurchase, defease, acquire or satisfy and discharge such Indebtedness with a percentage of Excess Cash
Flow, in each case in an amount not to exceed the product of (1) the amount of such Excess Cash Flow required to be offered to
prepay the Term Loans multiplied by (2) a fraction, the numerator of which is the outstanding principal amount of the Permitted
Equal Priority Refinancing Debt and Permitted Additional Debt secured by a Lien on the Collateral that ranks equal in priority
to the Liens on such Collateral securing the Obligations (but without regard to control of remedies) and with respect to which
such a requirement to prepay or make an offer to prepay, redeem, repurchase, defease, acquire or satisfy and discharge exists
and the denominator of which is the sum of the outstanding principal amount of such Permitted Equal Priority Refinancing Debt
and Permitted Additional Debt and the outstanding principal amount of Term Loans; provided that (A) the percentage in this
Section 5.2(a)(ii) shall be reduced to 25% if the Borrower’s Consolidated First Lien Debt to Consolidated EBITDA Ratio for
the fiscal year ended prior to such prepayment date is less than or equal to 4.50 to 1.00 but greater than 4.00 to 1.00 and (B)
no payment of any Term Loans shall be required under this Section 5.2(a)(ii) if the Consolidated First Lien Debt to Consolidated
EBITDA Ratio for the fiscal year ended prior to such prepayment date is less than or equal to 4.00 to 1.00. Any prepayment amounts
credited pursuant to subclause (y) above against such amount in subclause (x) above shall be without duplication of any such credit
in any prior or subsequent fiscal year.


 


(b)           Repayment
of Revolving Credit Loans. If, on any date, the aggregate amount of the Lenders’ Revolving Credit Exposures in respect
of any Class of Revolving Credit Loans for any reason exceeds 100% of the Revolving Credit Commitment of such Class then in effect,
the Borrower shall forthwith repay on such date the principal amount of Swingline Loans of such Class, and after all such Swingline
Loans have been paid in full, the Revolving Credit Loans of such Class in an amount equal to such excess. If, after giving pro
forma effect to the prepayment of all outstanding Swingline Loans and Revolving Credit Loans of such Class, the Revolving Credit
Exposures of such Class exceeds the Revolving Credit Commitment of such Class then in effect, the Borrower shall Cash Collateralize
the Letters of Credit outstanding in relation to such Class to the extent of such excess.


 






    -112-


     


    

 


(c)           Application
to Repayment Amounts.


 


(i)            Subject
to clause (ii) of this Section 5.2(c), the first proviso to Section 5.2(a)(i) and the first proviso to Section 5.2(a)(ii), (A)
each prepayment of Term Loans required by Sections 5.2(a)(i) and (ii) (other than in connection with a Debt Incurrence Prepayment
Event) shall be allocated to the Classes of Term Loans outstanding, pro rata, based upon the applicable remaining Repayment
Amounts due in respect of each such Class of Term Loans (excluding any Class of Term Loans that has agreed to receive a less than
pro rata share of any such mandatory prepayment and taking into account any reduction in the amount of any required Excess
Cash Flow payment to any Class of Term Loans that have been the subject of a Section 13.6(g) transaction that was offered to all
Lenders within such Class), shall be applied pro rata to Lenders within each Class, based upon the outstanding principal amounts
owing to each such Lender under each such Class of Term Loans and shall be applied to reduce such scheduled Repayment Amounts
within each such Class in accordance with Section 5.2(d)(ii) and (B) each prepayment of Term Loans required by Section 5.2(a)(i)
in connection with a Debt Incurrence Prepayment Event shall be allocated to any Class of Term Loans outstanding as directed by
the Borrower (subject to the requirement that the proceeds of any Specified Debt Incurrence Prepayment Event shall in all cases
be applied to prepay or repay the applicable Refinanced Indebtedness), shall be applied pro rata to Lenders within each such Class,
based upon the outstanding principal amounts owing to each such Lender under each such Class of Term Loans and shall be applied
to reduce such scheduled Repayment Amounts within each such Class in accordance with Section 5.2(d)(ii); provided that,
with respect to the allocation of such prepayments under clause (A) above only, between an Existing Term Loan Class and Extended
Term Loans of the same Extension Series, the Borrower may allocate such prepayments as the Borrower may specify, subject to the
limitation that the Borrower shall not allocate to Extended Term Loans of any Extension Series any such mandatory prepayment under
such clause (A) unless such prepayment is accompanied by at least a pro rata prepayment, based upon the applicable remaining Repayment
Amounts due in respect thereof, of the Term Loans of the Existing Term Loan Class, if any, from which such Extended Term Loans
were converted or exchanged (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).


 


(ii)           With
respect to each such prepayment required by Section 5.2(a)(i) and Section 5.2(a)(ii) (other than any Debt Incurrence Prepayment
Event), (A) the Borrower will, not later than the date specified in Section 5.2(a) for offering to make such prepayment, give
the Administrative Agent, written notice requesting that the Administrative Agent provide notice of such prepayment to each Lender
and the Administrative Agent will promptly provide such notice to each Lender, (B) other than if such prepayment arises due to
a Specified Debt Incurrence Prepayment Event, each Lender of Term Loans will have the right to refuse any such prepayment by giving
written notice of such refusal to the Administrative Agent and the Borrower within three Business Days after such Lender’s
receipt of notice from the Administrative Agent of such prepayment, and to the extent any such prepayment is so refused, such
amounts may be retained by the Borrower (the “Retained Refused Proceeds”) and (C) the Borrower will make all
such prepayments not so refused upon the tenth Business Day after the Lender received first notice of repayment from the Administrative
Agent.


 


(d)           Application
to Term Loans.


 


(i)            With
respect to each prepayment of Term Loans elected by the Borrower pursuant to Section 5.1 or pursuant to a Debt Incurrence Prepayment
Event, such prepayments shall be applied to reduce Repayment Amounts in such order as the Borrower may specify (or, if not specified,
in direct order of maturity) and the Borrower may designate the Types of Loans that are to be prepaid and the specific Borrowing(s)
pursuant to which made; provided that the Borrower pays any amounts, if any, required to be paid pursuant to Section 2.11
with respect to prepayments of Eurodollar Loans made on any date other than the last day of the applicable Interest Period. In
the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent, shall, subject
to the above, make such designation in a manner that minimizes the amount of payments required to be made by the Borrower pursuant
to Section 2.11.


 






    -113-


     


    

 


(ii)           With
respect to each prepayment of Term Loans by the Borrower required pursuant to Section 5.2(a); other than in respect of a Debt
Incurrence Prepayment Event, such prepayments shall be applied to reduce Repayment Amounts in direct order of maturity and on
a pro rata basis to the then outstanding Term Loans (other than any Class of Term Loans that has agreed to receive a less
than pro rata share of any such mandatory prepayment) being prepaid irrespective of whether such outstanding Term Loans
are ABR Loans or Eurodollar Loans; provided that, if no Lender exercises the right to waive a given mandatory prepayment
of the Term Loans pursuant to Section 5.2(c)(ii), then, with respect to such mandatory prepayment, the amount of such mandatory
prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans
that are Eurodollar Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to
Section 2.11.


 


(e)           Application
to Revolving Credit Loans; Mandatory Commitment Reduction.


 


(i)            With
respect to each prepayment of Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit
Loans elected by the Borrower pursuant to Section 5.1 or required by Section 5.2(b), the Borrower may designate (i) the Class
and Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which such Loans were made and (ii) the Class
of Revolving Credit Loans, Extended Revolving Credit Loans or Additional/Replacement Revolving Credit Loans to be prepaid; provided
that (x) Eurodollar Loans may be designated for prepayment pursuant to this Section 5.2 only on the last day of an Interest
Period applicable thereto unless all Eurodollar Loans with Interest Periods ending on such date of required prepayment and all
ABR Loans have been paid in full; (y) each prepayment of any Loans made pursuant to a Borrowing shall be applied pro rata
among such Loans of such Class (except that any prepayment made in connection with a reduction of the Commitments of such Class
pursuant to Section 4.2 shall be applied pro rata based on the amount of the reduction in the Commitments of such Class of each
applicable Lender); and (z) notwithstanding the provisions of the preceding clause (y), at the option of the Borrower, no prepayment
made pursuant to Section 5.1 or Section 5.2(b) of Revolving Credit Loans, Extended Revolving Credit Loans or Additional/Replacement
Revolving Credit Loans of any Class shall be applied to the Loans of any Defaulting Lender. In the absence of a designation by
the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation
in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.11.


 


(ii)           With
respect to each mandatory reduction and termination of Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments
(and any previously extended Extended Revolving Credit Commitments) required by either clause (i) or (ii) of the proviso to Section
2.14(b), by Section 10.1(u)(i) or in connection with the Incurrence of any Credit Agreement Refinancing Indebtedness Incurred
to Refinance any Revolving Credit Commitments, Additional/Replacement Revolving Credit Commitments and/or Extended Revolving Credit
Commitments, the Borrower may designate (A) the Classes of Commitments to be reduced and terminated and (B) the corresponding
Classes of Loans to be prepaid; provided that (x) any such reduction and termination shall apply proportionately and permanently
to reduce the Commitments of each of the Lenders within any such Class and (y) after giving pro forma effect to such termination
or reduction and to any prepayments of Loans or cancellation or cash collateralization of letters of credit made on the date of
each such reduction and termination in accordance with this Agreement, the aggregate amount of such Lenders’ credit exposures
shall not exceed the remaining Commitments of such Lenders’ in respect of the Class reduced and terminated. In connection
with any such termination or reduction, to the extent necessary, the participations hereunder in outstanding Letters of Credit
and Swingline Loans may be required to be reallocated and related loans outstanding prepaid and then reborrowed, in each case
in the manner contemplated by Section 2.14(f)(ii) (as modified to account for a termination or reduction, as opposed to an increase,
of such Commitment).


 


(f)            Eurodollar
Interest Periods. In lieu of making any payment pursuant to this Section 5.2 in respect of any Eurodollar Loan other than
on the last day of the Interest Period thereof, so long as no Default or Event of Default shall have occurred and be continuing,
the Borrower at its option may deposit with the Administrative Agent an amount equal to the amount of the Eurodollar Loan to be
prepaid and such Eurodollar Loan shall be repaid on the last day of the Interest Period therefor in the required amount. Such
deposit shall be held by the Administrative Agent in a corporate time deposit account established on terms reasonably satisfactory
to the Administrative Agent, earning interest at the then-customary rate for accounts of such type. Such deposit shall constitute
cash collateral for the Obligations; provided that the Borrower may at any time direct that such deposit be applied to
make the applicable payment required pursuant to this Section 5.2.


 






    -114-


     


    

 


(g)           Minimum
Amount.


 


(i)            No
prepayment shall be required pursuant to Section 5.2(a)(i) (except to the extent such prepayment arises due to a Debt Incurrence
Prepayment Event) unless and until the amount at any time of Net Cash Proceeds from Prepayment Events required to be offered at
or prior to such time pursuant to such Section and not yet offered at or prior to such time to prepay Term Loans pursuant to such
Section exceeds (i) $20,000,000 for any single Prepayment Event or series of related Prepayment Events and (ii) $40,000,000 in
the aggregate for all such Prepayment Events in any fiscal year, at which time the amount in excess of $20,000,000 or $40,000,000,
as the case may be, will be offered to be prepaid as provided in Section 5.2(a)(i), with the date of receipt of such Net Cash
Proceeds being deemed for such purpose to be the date such thresholds set forth in clauses (i) and (ii) of this clause (g) are
met.


 


(ii)           No
prepayment shall be required pursuant to Section 5.2(a)(ii) unless and until the amount of Excess Cash Flow required to be offered
to prepay Term Loans for a fiscal year pursuant to such Section exceeds $10,000,000, at which time the amount in excess of $10,000,000,
will be offered to be prepaid as provided in Section 5.2(a)(ii).


 


(h)           Non-Credit
Party Asset Sales. Notwithstanding any other provisions of this Section 5.2(h), (i) to the extent that any of or all the Net
Cash Proceeds of any asset sale by a Non-Credit Party giving rise to an Asset Sale Prepayment Event (a “Non-Credit Party
Asset Sale”), the Net Cash Proceeds of any Recovery Event from a Non-Credit Party (a “Non-Credit Party Recovery
Event”) or Excess Cash Flow, are prohibited, delayed or restricted by applicable local law, rule or regulation from
being repatriated to the United States or from being distributed to a Credit Party, the portion of such Net Cash Proceeds or Excess
Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 5.2(h) but
may be retained by the applicable Non-Credit Party so long, but only so long, as the applicable local law, rule or regulation
will not permit repatriation to the United States or distribution to a Credit Party (the Borrower hereby agreeing to cause the
applicable Non-Credit Party to promptly take all commercially reasonable actions required by the applicable local law, rule or
regulation to permit such repatriation or distribution), and once such repatriation or distribution of any of such affected Net
Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, rule or regulation, such repatriation or distribution
will be immediately effected and such repatriated or distributed Net Cash Proceeds or Excess Cash Flow will be promptly (and in
any event not later than two Business Days after such repatriation or distribution) applied (net of additional taxes payable or
reserved against as a result thereof) to the repayment of the Term Loans (and, if applicable, such other Indebtedness as is contemplated
by this Section 5.2(h)) pursuant to this Section 5.2(h) and (ii) to the extent that the Borrower has determined in good faith
that repatriation of any of or all the Net Cash Proceeds of any Non-Credit Party Asset Sale, any Non-Credit Party Recovery Event
or Excess Cash Flow would have a material adverse tax cost consequence with respect to such Net Cash Proceeds or Excess Cash Flow
(but only for so long as such material adverse tax cost consequence exists), the Net Cash Proceeds or Excess Cash Flow so affected
may be retained by the applicable Non-Credit Party; provided that, in the case of this clause (ii), on or before the date
on which any Net Cash Proceeds from any Non-Credit Party Asset Sale or Non-Credit Party Recovery Event so retained would otherwise
have been required to be applied to reinvestments or prepayments pursuant to Section 5.2(a) (or, in the case of Excess Cash Flow,
a date on or before the date that is six months after the date such Excess Cash Flow would have been so required to be applied
to prepayments pursuant to Section 5.2(a)(ii) unless previously repatriated in which case such repatriated Excess Cash Flow shall
have been promptly applied to the repayment of the Term Loans pursuant to Section 5.2(a)), (x) the Borrower applies an amount
equal to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess
Cash Flow had been received by the Borrower rather than such Non-Credit Party, less the amount of additional taxes that would
have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net
Cash Proceeds or Excess Cash Flow that would be calculated if received by such Non-Credit Party) or (y) such Net Cash Proceeds
or Excess Cash Flow are applied to the repayment of Indebtedness of a Non-Credit Party.


 






    -115-


     


    

 


5.3           Method
and Place of Payment.


 


(a)           All
payments under this Agreement shall be made by the Borrower, without set-off, counterclaim or deduction of any kind. Except as
otherwise specifically provided in this Agreement, all payments by the Borrower under this Agreement shall be made in Dollars
to the Administrative Agent for the ratable account of the applicable Lenders entitled thereto, the applicable Letter of Credit
Issuer or the Swingline Lender (except to the extent payments are to be made directly to such Letter of Credit Issuer or the Swingline
Lender), as the case may be, not later than 2:00 p.m. (New York City time) on the date when due and shall be made in immediately
available funds at the Administrative Agent’s Office it being understood that written or facsimile notice by the Borrower
to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Administrative Agent’s
Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent
will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to
2:00 p.m. (New York City time) on such day and, if not, on the next Business Day in the Administrative Agent’s sole discretion)
like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto or to the Letter of
Credit Issuer or the Swingline Lender, as applicable.


 


(b)           For
purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time)
shall be deemed to have been made on the next succeeding Business Day in the Administrative Agent’s sole discretion (and
the Administrative Agent may extend such deadline in its discretion whether or not such payments are in process). Except as otherwise
provided in this Agreement, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business
Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest
shall be payable during such extension at the applicable rate in effect immediately prior to such extension.


 


5.4           Net
Payments.


 


(a)           Except
as required by law, all payments made by or on behalf of the Borrower under this Agreement or any other Credit Document shall
be made free and clear of, and without deduction or withholding for or on account of, any current or future income, stamp or other
taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld
or assessed by any Governmental Authority (including any interest, additions to tax and penalties) (collectively, “Taxes”)
excluding in the case of each Lender and each Agent and except as otherwise provided in Section 5.4(f), (A) net income Taxes and
franchise Taxes (imposed in lieu of net income Taxes) imposed on such Agent or such Lender as a result of (i) such Agent or such
Lender having been organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending
office located in, the jurisdiction imposing such Tax or (ii) a present or former connection between such Agent or such Lender
and the jurisdiction imposing such Tax or any political subdivision or taxing authority thereof or therein (other than any such
connection arising from such Agent or such Lender having executed, delivered or performed its obligations or received a payment
under, or enforced, or engaged in any other transactions pursuant to, this Agreement or any other Credit Document), (B) any branch
profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction described in clause
(A) and (C) any U.S. federal withholding Tax imposed pursuant to FATCA (collectively, “Excluded Taxes”). If
any such non-Excluded Taxes imposed on or with respect to any payment by or on account of any obligation of any Credit Party under
Credit Documents (“Non-Excluded Taxes”) are required to be withheld by a Withholding Agent from any amounts
payable under this Agreement or any other Credit Document, the applicable Credit Party shall increase the amounts payable to the
Administrative Agent or such Lender to the extent necessary to yield to the Administrative Agent or such Lender (after payment
of all Non-Excluded Taxes including those applicable to any amounts payable under this Section 5.4) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in such Credit Document. Whenever any withholding Taxes are
payable by any Credit Party in respect of amounts payable under any Credit Document, promptly thereafter, the applicable Credit
Party shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified
copy of an original official receipt, if available (or other evidence acceptable to such Lender, acting reasonably) received by
the applicable Credit Party showing payment thereof. The agreements in this Section 5.4 shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.


 






    -116-


     


    

 


(b)           In
addition, each Credit Party shall pay any present or future stamp, documentary, filing, mortgage, recording, property or similar
intangible taxes, charges or levies that arise from any payment made by such Credit Party hereunder or under any other Credit
Documents or from the execution, delivery or registration or recordation of, performance under, or otherwise with respect to,
this Agreement or the other Credit Documents, except any taxes imposed as a result of a present or former connection between an
assignee and the jurisdiction imposing such tax (other than a connection arising solely from an assignee having executed, delivered,
become a party to, performed its obligations under, received or perfected a security interest under, engaged in any transaction
pursuant to, or enforced this Agreement) with respect to an assignment (other than an assignment requested by a Credit Party pursuant
to Section 2.12) (hereinafter referred to as “Other Taxes”).


 


(c)           (i)
Subject to Section 5.4(f), the Credit Parties shall jointly and severally indemnify each Lender and each Agent for and hold them
harmless against the full amount of Non-Excluded Taxes and Other Taxes, and for the full amount of Non-Excluded Taxes and Other
Taxes payable, imposed or asserted (whether or not correctly or legally asserted) by any jurisdiction on any additional amounts
or indemnities payable under this Section 5.4, imposed on or paid by such Lender or such Agent (as the case may be) and any liability
(including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto; provided that
if any claim pursuant to this Section 5.4(e)(i) is made later than 180 days after the date on which the relevant Lender or Agent
had actual knowledge of the relevant Non-Excluded Taxes or Other Taxes, then the Credit Parties shall not be required to indemnify
the applicable Lender or Agent for any penalties which accrue in respect of such Non-Excluded Taxes or Other Taxes after the 180th
day. This indemnification shall be made within 30 days from the date such Lender or such Agent (as the case may be) makes written
demand therefor.


 


(ii)           Each
Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor,
(x) the Administrative Agent against any Non-Excluded Taxes attributable to such Lender (but only to the extent that any Credit
Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes and without limiting the obligation of
Credit Parties to do so), (y) the Administrative Agent and the Credit Parties, as applicable, against any Taxes attributable to
such Lender’s failure to comply with the provisions of Section 13.6(d)(ii) relating to the maintenance of a Participant
Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such
Lender that are payable or paid by the Administrative Agent or the Credit Parties in connection with any Credit Document, and
any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any
Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Credit Document
against any amount due to the Administrative Agent under this clause (ii).


 


(d)           Each
Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and
the Administrative Agent with any documentation prescribed by any Applicable Law or reasonably requested by the Borrower or the
Administrative Agent (A) as will permit such payments to be made without, or at a reduced rate of, withholding or (B) 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. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation
obsolete, expired or inaccurate in any material respect, 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 of its inability to do so. Notwithstanding anything herein
to the contrary, the completion, execution and submission of such documentation (other than such documentation set forth in Sections
5.4(d)(i), 5.4(e) and 5.4(g) below) shall not be required if in the Lender’s reasonable judgment such completion, execution
or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or
commercial position of such Lender. Without limiting the foregoing to the extent permitted by law, each Lender that is not a United
States person within the meaning of Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall:


 






    -117-


     


    

 


(i)            deliver
to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time
to time thereafter upon the request of the Borrower or the Administrative Agent) two originals of either (w) in the case of Non-U.S.
Lender claiming exemption from U.S. federal withholding Tax under Section 871(h) or 881(c) of the Code with respect to payments
of “portfolio interest,” United States Internal Revenue Service Form W-8BEN or W-8BEN-E (together with a certificate
representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10 percent shareholder
(within the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to
the Borrower (within the meaning of Section 864(d)(4) of the Code) substantially in the form of Exhibit L (a “United
States Tax Compliance Certificate”)), (x) United States Internal Revenue Service Form W-8BEN, W-8BEN-E or Form W-8ECI,
(y) to the extent a Non-U.S. Lender is not the Beneficial Owner (for example, where the Non-U.S. Lender is a partnership or a
participating Lender), United States Internal Revenue Service Form W-8IMY (or any successor forms) of the Non-U.S. Lender, accompanied
by a Form W-8ECI, W-8BEN or W-8BEN-E, United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information
from each Beneficial Owner, as applicable (provided that, if one or more Beneficial Owners are claiming the portfolio interest
exemption, the United States Tax Compliance Certificate may be provided by such Non-U.S. Lender on behalf of such Beneficial Owner),
or (z) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income Tax
laws (including the United States Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in,
U.S. federal withholding Tax on any payments to such Lender under the Credit Documents, in each case properly completed and duly
executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding Tax on payments
by the Borrower under this Agreement; and


 


(ii)           deliver
to the Borrower and the Administrative Agent two further originals of any such form or certification (or any applicable successor
form) on or before the date that any such form or certification expires or becomes obsolete or inaccurate and promptly after the
occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower;


 


unless in any such case any change in
treaty, law or regulation has occurred prior to the date on which any such delivery would otherwise be required that renders any
such form inapplicable or would prevent such Lender from duly completing and delivering any such form with respect to it. Each
Lender shall promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position
to provide any previously delivered form or certification to the Borrower or the Administrative Agent.


 


(e)            If
a payment made to a Lender under this Agreement or any other Credit Document would be subject to U.S. federal withholding Tax
imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained
in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or
times prescribed by law and at such time or times reasonably requested by the Withholding 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 Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to
determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount
to deduct and withhold from such payment. Solely for purposes of this Section 5.4(e), “FATCA” shall include
any amendments made to FATCA after the date of this Agreement.


 


(f)            No
Credit Party shall be required to indemnify any Lender or Agent pursuant to Section 5.4(c), or to pay any additional amounts to
any Lender or Agent pursuant to Section 5.4(a) in respect of (i) U.S. federal withholding Taxes imposed under any law in effect
on the date such Lender acquired its interest in the applicable Loan, Commitment or Letter of Credit or changed its lending office;
provided, however, that this Section 5.4(f) shall not apply to the extent that (x) the indemnity payments or additional
amounts any Lender would be entitled to receive (without regard to this clause (i)) do not exceed the indemnity payment or additional
amounts that the person making the assignment or change in lending office would have been entitled to receive immediately prior
to such assignment or change in lending office, or (y) such assignment had been requested by a Credit Party or (ii) Taxes attributable
to such Lender’s failure to comply with the provisions of Section 5.4(d), 5.4(e) or 5.4(g).


 


(g)           Each
Lender that is organized in the United States of America or any state thereof or the District of Columbia shall (A) on or prior
to the date such Lender becomes a Lender hereunder, (B) on or prior to the date on which any such form or certification expires
or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously
delivered by it pursuant to this Section 5.4(g) and (D) from time to time if requested by the Borrower or the Administrative Agent
(or, in the case of a participant, the relevant Lender), provide the Administrative Agent and the Borrower (or, in the case of
a participant, the relevant Lender) with two duly completed and signed originals of United States Internal Revenue Service Form
W-9 (certifying that such Lender is entitled to an exemption from U.S. backup withholding tax) or any successor form.


 






    -118-


     


    

 


(h)           If
any Lender or the Administrative Agent determines in its sole discretion, exercised in good faith, that it has received a refund
of a Non-Excluded Tax or Other Taxes for which a payment has been made by a Credit Party pursuant to this Agreement, which refund
in the good-faith judgment of such Lender or the Administrative Agent, as the case may be, is attributable to such payment made
by such Credit Party, then such Lender or the Administrative Agent, as the case may be, shall reimburse the Credit Party for such
amount (together with any interest received thereon) as such Lender or the Administrative Agent, as the case may be, reasonably
determines to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position than
it would have been in if the payment had not been required; provided that the Credit Party, upon the request of such Lender,
agrees to repay the amount paid over to the Credit Party (with interest and penalties) in the event such Lender or the Administrative
Agent is required to repay such refund to such Governmental Authority. Neither any Lender nor the Administrative Agent shall be
obliged to disclose any information regarding its tax affairs or computations to any Credit Party in connection with this paragraph
(h) or any other provision of this Section 5.4; provided, further, that nothing in this Section 5.4 shall obligate
any Lender (or Transferee) or the Administrative Agent to apply for any refund.


 


(i)            For
purpose of this Section 5.4, the term “Lender” shall include any Swingline Lender and any Letter of Credit
Issuer.


 


5.5           Computations
of Interest and Fees. All computations of interest and of fees shall be made by the Administrative Agent on the basis of a
year of 360 days and, in the case of ABR Loans, 365 or 366 days, as the case may be, in each case for the actual number of days
(including the first day but excluding the last) occurring in the period for which such interest and fees are payable.


 


5.6           Limit
on Rate of Interest.


 


(a)           No
Payment Shall Exceed Lawful Rate. Notwithstanding any other term of this Agreement, the Borrower shall not be obliged to pay
any interest or other amounts under or in connection with this Agreement or any other Credit Document in excess of the amount
or rate permitted under or consistent with any Applicable Law.


 


(b)           Payment
at Highest Lawful Rate. If the Borrower is not obliged to make a payment which it would otherwise be required to make, as
a result of Section 5.6(a), the Borrower shall make such payment to the maximum extent permitted by or consistent with Applicable
Law.


 


(c)           Adjustment
if Any Payment Exceeds Lawful Rate. If any provision of this Agreement or any of the other Credit Documents would obligate
the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which
would be prohibited by any Applicable Law, or would result in receipt by an Agent or Lender of interest at a rate prohibited by
any Applicable Law, then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive
effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Applicable Law (in the
case of the Borrower), such adjustment to be effected, to the extent necessary, as follows:


 


(i)            firstly,
by reducing the amount or rate of interest required to be paid by the Borrower to the affected Lender under Section 2.8; and


 


(ii)           thereafter,
by reducing any fees, commissions, premiums and other amounts required to be paid by the Borrower to the affected Lender.


 


Notwithstanding the foregoing, and after
giving pro forma effect to all adjustments contemplated thereby, if any Lender shall have received from the Borrower an amount
in excess of the maximum permitted by any Applicable Law, then the Borrower shall be entitled, by notice in writing to the Administrative
Agent, to obtain reimbursement from such Lender in an amount equal to such excess, and pending such reimbursement, such amount
shall be deemed to be an amount payable by such Lender to the Borrower.


 






    -119-


     


    

 


SECTION 6.       Conditions
Precedent to Initial Credit Event. The occurrence of the initial Credit Event is subject to the satisfaction of the following
conditions precedent:


 


6.1           Credit
Documents. The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed
promptly by originals) unless otherwise specified, each properly executed by an Authorized Officer of the signing Credit Party:


 


(a)           this
Agreement, executed and delivered by (i) an Authorized Officer of each of Holdings, the Borrower and each Person that is a Co-Obligor
on the Closing Date, (ii) each Agent, (iii) each Lender, (iv) the Swingline Lender and (v) each Letter of Credit Issuer;


 


(b)           the
Guarantee, executed and delivered by an Authorized Officer of each Person that is a Guarantor as of the Closing Date;


 


(c)           the
Security Agreement, executed and delivered by an Authorized Officer of the Borrower and each other grantor party thereto as of
the Closing Date;


 


(d)           the
Pledge Agreement, executed and delivered by an Authorized Officer of the Borrower and each other pledgor party thereto; and


 


(e)           such
certificates of good standing (to the extent such concept exists) from the applicable secretary of state or other relevant Governmental
Authority of the jurisdiction of organization of each Credit Party.


 


6.2           Collateral.


 


(a)           All
Capital Stock of the Borrower and all Capital Stock of each wholly owned Restricted Subsidiary of the Borrower directly owned
by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Pledge
Agreement (except that such Credit Parties shall not be required to pledge any Excluded Capital Stock) and the Collateral Agent
shall have received all certificates, if any, (except as permitted by Section 9.17) representing such securities pledged under
the Pledge Agreement, accompanied by instruments of transfer and undated stock powers endorsed in blank.


 


(b)           (i)
Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess
of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note
and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received all such promissory
notes, together with undated instruments of transfer with respect thereto endorsed in blank.


 


(ii)           All
Indebtedness of Holdings, the Borrower and each Restricted Subsidiary on the Closing Date that is owing to any Credit Party shall
be evidenced by the Intercompany Note, which shall be executed and delivered by Holdings, the Borrower and each Restricted Subsidiary
on the Closing Date and shall have been pledged pursuant to the Pledge Agreement, and the Collateral Agent shall have received
such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in blank; provided,
however, that, if the Intercompany Note cannot be delivered to the Collateral Agent on or prior to the Closing Date notwithstanding
the Borrower’s use of commercially reasonable efforts to do so, delivery thereof shall not be a condition to closing, and
in such case the Borrower agrees to deliver same to the Collateral Agent not later than 90 days following the Closing Date (or
such later date as the Collateral Agent shall agree in its discretion).


 






    -120-


     


    

 


(c)           All
documents and instruments, including UCC or other applicable personal property security financing statements and Intellectual
Property Security Agreements (as defined in the Security Agreement), required by Applicable Law or reasonably requested by the
Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Documents on the
Collateral owned by the Borrower and the Guarantors and perfect such Liens in the United States to the extent required by, and
with the priority required by, the Security Documents shall have been filed, registered or recorded or delivered to the Collateral
Agent in appropriate form for filing, registration or recording under the UCC and with the United States Patent and Trademark
Office or the United States Copyright Office, as applicable.


 


(d)          The
Collateral Agent shall have received a completed Perfection Certificate, dated as of the Closing Date and signed by an Authorized
Officer of the Borrower, together with all attachments contemplated thereby.


 


Notwithstanding anything to the contrary
contained in this Agreement or the other Credit Documents, to the extent any security interest in any Collateral is not or cannot
be provided and/or perfected on the Closing Date (other than the pledge and perfection of the security interests (i) in the certificated
Capital Stock, if any, of the Borrower and any wholly owned Domestic Restricted Subsidiary that is not an Immaterial Subsidiary
(to the extent required by Section 6.2(a)) and (ii) in other assets pursuant to which a security interest may be perfected by
the filing of a financing statement under the UCC) after the Borrower’s use of commercially reasonable efforts to do so
or without undue burden or expense, then the provision and/or perfection of a security interest in such Collateral shall not constitute
a condition to the initial Credit Event to occur on the Closing Date and the Borrower agrees to deliver or cause to be delivered
such documents and instruments, and take or cause to be taken such other actions as may be required to provide and/or perfect
such security interests, with respect to any certificated Capital Stock of the Target or any wholly owned material U.S. restricted
subsidiary of the Target not delivered on the Closing Date, on or prior to the date that is 5 Business Days after the Closing
date, and with respect to any other such Collateral, on or prior to the date that is 90 days after the Closing Date or, in each
case, such longer period of time as may be mutually agreed by the Collateral Agent and the Borrower, each acting reasonably.


 


6.3           Legal
Opinions. The Administrative Agent shall have received the executed legal opinions of (i) Simpson Thacher & Bartlett LLP,
counsel to Holdings, the Borrower and its Subsidiaries and (ii) Davis & Kuelthau, s.c., Wisconsin counsel to Holdings, the
Borrower and its Subsidiaries, in each case, in form and substance reasonably satisfactory to the Administrative Agent.


 


6.4           Structure
and Terms of the Transaction; No Material Adverse Effect.


 


(a)          The
Merger shall have been consummated, or shall be consummated substantially simultaneously with, the initial Credit Event hereunder
to occur on the Closing Date, in all material respects in accordance with the terms of the Merger Agreement, after giving effect
to any modifications, amendments, supplements, consents, waivers or requests, other than those modifications, amendments, supplements,
consents, waivers or requests (including the effects of any such requests) by Polaris Parent (and/or its affiliates) that are
materially adverse to the interests of the Lenders or the Joint Bookrunners, unless consented to in writing by the Joint Bookrunners
(such consent not to be unreasonably withheld or delayed).


 


(b)          The
Equity Contribution shall have been made, or shall be made substantially simultaneously with, the initial Credit Event hereunder
to occur on the Closing Date, in at least the amount set forth in the third recital to this Agreement.


 


(c)          The
Existing Debt Refinancing shall have been consummated, or shall be consummated substantially simultaneously with, the initial
Credit Event hereunder to occur on the Closing Date.


 


(d)          Since
the date of the Merger Agreement, no Material Adverse Effect (as defined in the Merger Agreement) shall have occurred.


 


6.5          Closing
Certificates. The Administrative Agent shall have received a certificate of each Person that is a Credit Party as of the Closing
Date, dated the Closing Date, substantially in the form of Exhibit F, with appropriate insertions, executed by two Authorized
Officers (only one of which may be the Secretary or Assistant Secretary) of such Credit Party, and attaching the documents referred
to in Sections 6.6 and 6.7.


 






    -121-


     


    

 


6.6           Corporate
Proceedings. The Administrative Agent shall have received a copy of the resolutions, in form and substance reasonably satisfactory
to the Administrative Agent, of the Board of Directors or other governing body, as applicable, of each Person that is a Credit
Party as of the Closing Date (or a duly authorized committee thereof) authorizing (a) the execution, delivery and performance
of the Credit Documents (and any agreements relating thereto) to which it is a party and (b) in the case of the Borrower, the
extensions of credit contemplated hereunder.


 


6.7           Corporate
Documents. The Administrative Agent shall have received true and complete copies of the Organizational Documents of each Person
that is a Credit Party as of the Closing Date.


 


6.8           Solvency
Certificate. The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially
in the form of Exhibit K.


 


6.9           Financial
Statements. The Administrative Agent and the Joint Bookrunners shall have received the Historical Financial Statements and
the Pro Forma Financial Statements.


 


6.10         PATRIOT
ACT. The Administrative Agent and the Joint Bookrunners shall have received, at least two Business Days prior to the Closing
Date, all documentation and other information about the Borrower and the Guarantors that shall have been reasonably requested
by the Administrative Agent or the Joint Bookrunners in writing at least 10 Business Days prior to the Closing Date and that the
Administrative Agent and the Joint Bookrunners reasonably determine is required by United States regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the
PATRIOT ACT.


 


6.11         Fees
and Expenses. All fees required to be paid on the Closing Date pursuant to the Commitment Letter and the Fee Letter and reasonable
out-of-pocket expenses required to be paid on the Closing Date pursuant to the Commitment Letter and the Fee Letter, with respect
to expenses to the extent invoiced at least three business days prior to the Closing Date, shall, upon the initial borrowings
under the Credit Facilities, have been, or will be substantially simultaneously, paid.


 


6.12         Specified
Representations. The Specified Representations and the Specified Merger Agreement Representations shall be true and correct
in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of
such earlier date); provided that, with respect to the Specified Representations made on the Closing Date, to the extent
that such representations are qualified by “Material Adverse Effect”, the definition of “Material Adverse Effect”
applicable to such qualifications shall be the definition of “Material Adverse Effect” set forth in the Merger Agreement
and not the definition of “Material Adverse Effect” set forth in this Agreement.


 


Without limiting the
generality of the provisions of the last paragraph of Section 12.3, for purposes of determining compliance with the conditions
specified in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted
or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto.


 






    -122-


     


    

 


SECTION 7.      Conditions
Precedent to All Credit Events.


 


7.1           No
Default; Representations and Warranties. The agreement of each Lender to make any Loan requested to be made by it on any date
(excluding Mandatory Borrowings and Revolving Credit Loans made pursuant to Section 2.1(d)(ii) or pursuant to Section 3.4(a) which
shall each be made without regard to the satisfaction of the condition set forth in this Section 7 and excluding borrowings made
pursuant to Section 2.14, Section 2.15 and/or Section 2.17, which may be subject to different conditions precedent and representations,
but only if so agreed by the Borrower and the applicable Lenders) and the obligation of the Letter of Credit Issuer to issue,
amend, extend or renew Letters of Credit on any date is subject to the satisfaction of the condition precedent that at the time
of each such Credit Event and also after giving effect thereto (a) except in the case of the initial Credit Event to occur on
the Closing Date, no Default or Event of Default shall have occurred and be continuing at the time of and after giving effect
to such Credit Event and (b) except in the case of the initial Credit Event to occur on the Closing Date, all representations
and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material
respects with the same effect as though such representations and warranties had been made on and as of the date of such Credit
Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations
and warranties shall have been true and correct in all material respects as of such earlier date, and except where such representations
and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations
and warranties shall be true and correct in all respects). The acceptance of the benefits of each such Credit Event shall constitute
a representation and warranty by each Credit Party to each of the Lenders that the conditions contained in this Section 7.1 have
been met as of such date.


 


7.2           Notice
of Borrowing; Letter of Credit Request.


 


(a)           Prior
to the making of each Term Loan, each Revolving Credit Loan (other than any Revolving Credit Loan made pursuant to Section 2.1(d)(ii)
or pursuant to Section 3.4(a)), each Additional/Replacement Revolving Credit Loan and each Extended Revolving Credit Loan and
each Swingline Loan, the Administrative Agent shall have received a written Notice of Borrowing meeting the requirements of Section
2.3.


 


(b)           Prior
to the issuance of each Letter of Credit, the Administrative Agent and the Letter of Credit Issuer shall have received a Letter
of Credit Request meeting the requirements of Section 3.2(a).


 


SECTION 8.       Representations,
Warranties and Agreements. In order to induce the Lenders to enter into this Agreement, make the Loans and issue, renew, amend,
extend or participate in Letters of Credit as provided for herein, each of Holdings (solely with respect to the representations
and warranties applicable to it) and the Borrower makes the following representations and warranties to, and agreements with,
the Lenders and the Letter of Credit Issuer, all of which shall survive the execution and delivery of this Agreement, the making
of the Loans and the issuance, renewal, amendment or extension of the Letters of Credit:


 


8.1           Corporate
Status. Holdings, the Borrower and each Restricted Subsidiary (a) is a duly organized and validly existing corporation or
other entity and, to the extent such concept is applicable in the corresponding jurisdiction, is in good standing under the laws
of the jurisdiction of its organization and has the corporate or other organizational power and authority to own its property
and assets and to transact the business in which it is engaged and (b) has duly qualified and is authorized to do business and
is in good standing in all jurisdictions where it is required to be so qualified, except, in the case of clauses (a) and (b),
where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect.


 


8.2           Corporate
Power and Authority; Enforceability. Each Credit Party has the corporate or other organizational power and authority to execute,
deliver and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate
or other organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a party.
Each Credit Party has duly executed and delivered each Credit Document to which it is a party and each such Credit Document constitutes
the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, subject to the effects
of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’
rights generally and general principles of equity (whether considered in a proceeding in equity or law). Holdings, the Borrower
and each of the Restricted Subsidiaries (a) is in compliance with all Applicable Laws and (b) has all requisite governmental licenses,
authorizations, consents and approvals to operate its business as currently conducted except, in each case to the extent that
failure to be in compliance therewith or to have all such licenses, authorizations, consents and approvals would not reasonably
be expected to have a Material Adverse Effect.


 






    -123-


     


    

 


8.3           No
Violation. The execution, delivery and performance by any Credit Party of the Credit Documents to which it is a party and
compliance with the terms and provisions hereof and thereof will not (a) contravene any material applicable provision of any material
Applicable Law of any Governmental Authority, (b) result in any breach of any of the terms, covenants, conditions or provisions
of, or constitute a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption
of any obligation under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any
of the property or assets of any of Holdings, the Borrower or any of the Restricted Subsidiaries (other than Liens created under
the Credit Documents) pursuant to, the terms of any indenture, loan agreement, lease agreement, mortgage or deed of trust or any
other Contractual Obligation to which Holdings, the Borrower or any of their Restricted Subsidiaries is a party or by which they
or any of their property or assets is bound, except, in the case of either of clause (a) or (b), to the extent that any such conflict,
breach, contravention, default, creation or imposition would not reasonably be expected to result in a Material Adverse Effect
or (c) violate any provision of the Organizational Documents of Holdings, the Borrower or any of their Restricted Subsidiaries.


 


8.4           Litigation.
Except as set forth on Schedule 8.4, there are no actions, suits, investigations or proceedings (including Environmental Claims)
pending or, to the knowledge of Holdings or the Borrower, threatened, in either case with respect to Holdings, the Borrower or
any of the Restricted Subsidiaries that (a) involve any of the Credit Documents or (b) would reasonably be expected to result
in a Material Adverse Effect.


 


8.5           Margin
Regulations. Neither the making of any Loan hereunder nor the use of the proceeds thereof will violate the provisions of Regulation
T, Regulation U or Regulation X of the Board.


 


8.6           Governmental
Approvals. No order, consent, approval, license, authorization, or validation of, or filing, recording or registration with,
or exemption by, any Governmental Authority is required to authorize or is required in connection with (a) the execution, delivery
and performance of any Credit Document or (b) the legality, validity, binding effect or enforceability of any Credit Document,
except, in the case of either clause (a) or (b), (i) such orders, consents, approvals, licenses, authorizations, validations,
filings, recordings, registrations or exemptions as have been obtained or made and are in full force and effect, (ii) filings
and recordings in respect of Liens created pursuant to the Security Documents and (iii) such orders, consents, approvals, licenses,
authorizations, validations, filings, recordings, registrations or exemptions to the extent that failure to so receive would not
reasonably be expected to result in a Material Adverse Effect.


 


8.7           Investment
Company Act. None of the Credit Parties is an “investment company” within the meaning of the Investment Company
Act of 1940, as amended.


 


8.8          True
and Complete Disclosure.


 


(a)           None
of the written factual information or written factual data (taken as a whole) heretofore or contemporaneously furnished by Holdings,
the Borrower, any of its respective Subsidiaries or any of their respective authorized representatives in writing to any Agent
or any Lender on or before the Closing Date (including all such information contained in the Confidential Information Memorandum
(and all information incorporated by reference therein) and in the Credit Documents) for purposes of, or in connection with, this
Agreement or any transaction contemplated herein contained any untrue statement of material fact or omitted to state any material
fact necessary to make such information and data (taken as a whole) not materially misleading at such time (after giving effect
to all supplements so furnished from time to time) in light of the circumstances under which such information or data was furnished;
it being understood and agreed that for purposes of this Section 8.8(a), such factual information and data shall not include projections
(including financial estimates, forecasts and other forward-looking information), pro forma financial information or information
of a general economic or industry specific nature.


 


(b)          The
projections contained in the information and data referred to in Section 8.8(a) were prepared in good faith based upon assumptions
believed by Holdings and the Borrower to be reasonable at the time made; it being recognized by the Agents and the Lenders that
such projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties
and contingencies, many of which are beyond the control of Holdings, the Borrower and the Restricted Subsidiaries, that no assurance
can be given that any particular projections will be realized and that actual results during the period or periods covered by
any such projections may differ from the projected results and such differences may be material.


 






    -124-


     


    

 



 


8.9           Financial
Statements.


 


(a)       The
Historical Financial Statements present fairly in all material respects the financial position and results of operations of the
Target (or the predecessor thereto) and its consolidated Subsidiaries at the respective dates of such information and for the
respective periods covered thereby and have been prepared in accordance with GAAP consistently applied, except to the extent provided
in the notes thereto, and subject, in the case of the unaudited financial information, to changes resulting from audit, normal
year-end audit adjustments and to the absence of footnotes and the inclusion of any explanatory note.


 


(b)       The
unaudited pro forma consolidated balance sheet of the MPH LLC and its consolidated Subsidiaries as of March 31, 2016 (including
any notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of income
of MPH LLC and its consolidated Subsidiaries for the 12-month period ending on March 31, 2016 (together with the Pro Forma Balance
Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative
Agent, has been prepared giving pro forma effect (as if such events had occurred on such date or the beginning of such period,
as the case may be) to the consummation of all of the Transactions. The Pro Forma Financial Statements have been prepared in good
faith based upon assumptions believed by the Borrower to be reasonable as of the date of delivery thereof to the Administrative
Agent, and, subject to the qualifications and limitations contained in the notes attached thereto, present fairly in all material
respects on a pro forma basis, the estimated financial position of MPH LLC and its consolidated Subsidiaries as at March
31, 2016 and their estimated results of operations for the periods covered thereby, assuming that the events specified in the
preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby.


 


Each Lender and each
Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate the Historical Financial
Statements as the result of the implementation of changes in GAAP or the interpretation thereof, and that such restatements will
not result in a Default under the Credit Documents under Section 11.2 (including any effect on any conditions required to be satisfied
on the Closing Date) to the extent that the restatements do not reveal any material omission, misstatement or other material inaccuracy
in the reported information from actual results for any relevant prior period.


 


8.10       Tax
Returns and Payments, Etc. (a) Holdings, the Borrower and each of the Restricted Subsidiaries have filed all U.S. federal
income tax returns and all other material tax returns, domestic and foreign, required to be filed by them and have paid all material
taxes and assessments payable by them that have become due, other than those not yet delinquent or being diligently contested
in good faith by appropriate proceedings and for which adequate reserves have been established on the applicable financial statements
in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction and (b) each of Holdings, the
Borrower and the Restricted Subsidiaries have paid, or have provided adequate reserves (in the good-faith judgment of the management
of the Borrower) in accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction for the payment
of, all material U.S. federal, state, and foreign income taxes applicable for all prior fiscal years and for the current fiscal
year to the Closing Date, except in the case of either of clauses (a) or (b), to the extent that the failure to be in compliance
therewith would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


8.11       Compliance
with ERISA. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect:
(a) each Pension Plan is in compliance with ERISA, the Code and any Applicable Law; (b) no Reportable Event has occurred (or is
reasonably likely to occur); (c) no Multiemployer Plan is “insolvent” within the meaning of Section 4245 of ERISA
(or is reasonably likely to be insolvent), and no written notice of any such insolvency has been given to any of the Borrower,
any of the Restricted Subsidiaries or any ERISA Affiliate; (d) none of the Borrower, any of the Restricted Subsidiaries or any
ERISA Affiliate has failed to make a required contribution to a Multiemployer Plan, whether or not waived (or is reasonably likely
to fail to make such required contribution); (e) no Pension Plan is, or is expected to be, in “at-risk” status within
the meaning of Section 430 of the Code or Section 303 of ERISA and no Multiemployer Plan is, or is expected to be, in “endangered
or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA; (f) none of the Borrower, any
of the Restricted Subsidiaries or any ERISA Affiliate has incurred (or is reasonably likely to incur) any liability to or on account
of a Pension Plan or Multiemployer Plan, as applicable, pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069,
4201 or 4204 of ERISA or Section 4971 or 4975 of the Code or has been notified in writing that it will incur any liability under
any of the foregoing Sections with respect to any Pension Plan or Multiemployer Plan; (g) no proceedings by the PBGC have been
instituted (or are reasonably likely to be instituted) to terminate or to reorganize any Pension Plan or Multiemployer Plan or
to appoint a trustee to administer any Pension Plan or Multiemployer Plan, and no written notice of any such proceedings has been
given to any of the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; (h) the conditions for imposition of
a Lien that could be imposed under the Code or ERISA on the assets of any of the Borrower, any of the Restricted Subsidiaries
or any ERISA Affiliate with respect to a Pension Plan do not exist (or are not reasonably likely to exist) nor has the Borrower,
any of the Restricted Subsidiaries or any ERISA Affiliate been notified in writing that such a lien will be imposed on the assets
of any of the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate on account of any Pension Plan; and (i) each
Foreign Plan is in compliance with Applicable Laws (including funding requirements under such Applicable Laws), and no proceedings
have been instituted to terminate any Foreign Plan which would reasonably be expected to give rise to liability for the Borrower
or any Restricted Subsidiary. No Pension Plan has an Unfunded Current Liability that would, individually or when taken together
with any other liabilities incurred or reasonably likely to be incurred by the Borrower, any of the Restricted Subsidiaries or
any ERISA Affiliate as referenced in this Section 8.11, be reasonably likely to have a Material Adverse Effect. With respect to
Multiemployer Plans, the representations and warranties in this Section 8.11, other than any made with respect to (i) liability
under Section 4201 or 4204 of ERISA, (ii) any contribution required to be made, or (iii) liability for termination of any such
Multiemployer Plan under ERISA, are made to the best knowledge of the Borrower.


 






    -125-


     


    

 


8.12       Subsidiaries.
On the Closing Date, after giving effect to the Transactions, Holdings does not have any Subsidiaries other than the Subsidiaries
listed on Schedule 8.12. Schedule 8.12 sets forth, as of the Closing Date, after giving effect to the Transactions, the name and
the jurisdiction of organization of each Subsidiary and, as to each Subsidiary, the percentage of each class of Capital Stock
owned by any Credit Party and the designation of such Subsidiary as a Guarantor, a Restricted Subsidiary, an Unrestricted Subsidiary,
a Specified Subsidiary or an Immaterial Subsidiary. The Borrower does not own or hold, directly or indirectly, any Capital Stock
of any Person other than such Subsidiaries and Investments permitted by Section 10.5.


 


8.13       Intellectual
Property. Each of the Borrower and each of the Restricted Subsidiaries owns, has good and marketable title to, or has a valid
license or otherwise has the right to use, all Intellectual Property, that is necessary for, or otherwise used or held for use
in, the operation of their respective businesses as currently conducted, free and clear of all Liens (other than Liens permitted
by Section 10.2), except where the failure to own, or have any such title, license or rights would not reasonably be expected
to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, (i) to the Borrower’s
knowledge, the operation of the businesses conducted by each of the Borrower and the Restricted Subsidiaries, and the Intellectual
Property now employed by any of the Credit Parties does not infringe upon, misappropriate, or otherwise violate any Intellectual
Property rights owned by any other Person, and (ii) no material written claim has been received by the Borrower, or any of the
Restricted Subsidiaries, and no litigation regarding the foregoing is pending or, to the Borrower’s knowledge, threatened
in writing, in either case against the Borrower or any of the Restricted Subsidiaries.


 


8.14       Environmental
Laws.


 


(a)          Except
as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (i) Holdings,
the Borrower and each of the Restricted Subsidiaries are and have been in compliance with all Environmental Laws (including having
obtained and complied with all permits required under Environmental Laws for their current operations); (ii) to the knowledge
of Holdings or the Borrower, there are no facts, circumstances or conditions arising out of or relating to the operations of Holdings,
the Borrower or any of the Restricted Subsidiaries or any currently or formerly owned, operated or leased Real Property that would
reasonably be expected to result in Holdings, the Borrower or any of the Restricted Subsidiaries incurring liability under any
Environmental Law; (iii) none of Holdings, the Borrower or any of the Restricted Subsidiaries has become subject to any pending
or, to the knowledge of Holdings or the Borrower, threatened Environmental Claim or, to the knowledge of Holdings or the Borrower,
any other liability under any Environmental Law.


 


(b)           None
of the Borrower or any of the Restricted Subsidiaries has treated, stored, transported or Released Hazardous Materials at or from
any currently or formerly owned, operated or leased Real Property in a manner that would reasonably be expected to have a Material
Adverse Effect.


 






    -126-


     


    

 


8.15       Properties,
Assets and Rights.


 


(a)         As
of the Closing Date and as of the date of each Credit Event thereafter, the Borrower and each of the Restricted Subsidiaries has
good and marketable title to, valid leasehold interest in, or easements, licenses or other limited property interests in, all
properties (other than Intellectual Property) that are necessary for the operation of their respective businesses as currently
conducted, except where the failure to have such good title or interest in such property would not reasonably be expected to have
a Material Adverse Effect. None of such properties and assets is subject to any Lien, except for Liens permitted under Section
10.2.


 


(b)         Set
forth on Schedule 8.15 hereto is a complete and accurate list of all Real Property owned in fee by the Credit Parties on the Closing
Date, showing as of the Closing Date the street address, county or other relevant jurisdiction, state and record owner thereof.


 


(c)         All
permits required to have been issued or appropriate to enable all Real Property of the Credit Parties to be lawfully occupied
and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force
and effect, other than those permits the failure of which to be issued or to so enable lawful occupation and use would not reasonably
be expected to have a Material Adverse Effect.


 


8.16       Solvency.
On the Closing Date after giving pro forma effect to the Transactions, the Credit Parties and their Subsidiaries on a consolidated
basis are Solvent.


 


8.17       Material
Adverse Change. Since the Closing Date, there have been no events or developments that have had or would reasonably be expected
to have a Material Adverse Effect.


 


8.18       Use
of Proceeds. The proceeds of (a) the Initial Term Loans and the Initial Revolving Borrowing Amount shall be used on (i) the
Closing Date, together with the proceeds from the issuance of Senior Unsecured Notes, cash on hand at the Borrower and its Subsidiaries
and the proceeds from the Equity Contribution to pay the Merger Consideration, the Existing Debt Refinancing and/or the Transaction
Expenses and (ii) to the extent any proceeds remain after the application described in clause (i), will be used on and after the
Closing Date for other general corporate purposes of the Borrower and its Subsidiaries and (b) Revolving Credit Loans available
under any Revolving Credit Facility, together with the proceeds of the Swingline Loans and the Letters of Credit, will be used
for working capital requirements and other general corporate purposes of the Borrower and its Subsidiaries, including the financing
of acquisitions, other Investments and Restricted Payments and other distributions on account of the Capital Stock of the Borrower
(or any Parent Entity thereof), in each case permitted hereunder, and any other use not prohibited hereby.


 


8.19      FCPA.


 


(a)         The
Borrower and each other Credit Party and their respective Restricted Subsidiaries are in compliance with the Foreign Corrupt Practices
Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), except to the extent that the
failure to be in compliance would not reasonably be expected to result in a Material Adverse Effect.


 


(b)          None
of the Borrower or any other Credit Party will use the proceeds of the Loans or the Letters of Credit or otherwise make available
such proceeds to any Person for the purposes of any payments to any governmental official or employee, political party, official
of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain
or direct business or obtain any improper advantage, in violation of the FCPA.


 


8.20        Sanctioned
Persons.


 


(a)           None
of the Borrower, any other Credit Party or any of their respective Restricted Subsidiaries is currently the target of any U.S.
sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”)
of the U.S. Treasury Department or the U.S. Department of State.


 






    -127-


     


    

 


(b)          None
of the Borrower or any other Credit Party will use the proceeds of the Loans or the Letters of Credit or otherwise make available
such proceeds to any Person for use in any manner that will result in a violation by any Lender of any U.S. sanctions administered
by OFAC or the U.S. Department of State.


 


8.21        PATRIOT
ACT. Except to the extent as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect, neither the Borrower nor any other Credit Party is in violation of any Applicable Laws relating to money laundering, including
the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT ACT”).


 


8.22        Labor
Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:
(a) there are no strikes or other labor disputes against any of the Borrower or the Restricted Subsidiaries pending or, to the
knowledge of the Borrower, threatened in writing and (b) none of the Borrower or the Restricted Subsidiaries have been in violation
of the Fair Labor Standards Act or any other Applicable Laws dealing with wage and hour matters.


 


8.23         Subordination
of Junior Financing. The Obligations are “Designated Senior Debt” (if applicable), “Senior Debt”,
 “Senior Indebtedness”, “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable
term) under, and as defined in, any indenture or document governing any Junior Debt.


 


8.24         No
Default. As of the date of any Credit Event after the Closing Date, no Default has occurred and is continuing.


 


SECTION 9.     Affirmative
Covenants. The Borrower (and, in the case of Section 9.14, Holdings) hereby covenants and agrees that, on the Closing Date
and thereafter, until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been
Cash Collateralized on the terms and conditions set forth in Section 3.8) and the Loans and Unpaid Drawings, together with interest,
fees and all other Obligations Incurred hereunder (other than Hedging Obligations under Secured Hedging Agreements, Cash Management
Obligations under Secured Cash Management Agreements and contingent indemnification obligations and other contingent obligations
not then due and payable), are paid in full:


 


9.1          Information
Covenants. The Borrower will furnish to the Administrative Agent for prompt further distribution to each Lender:


 


(a)       Annual
Financial Statements. As soon as available and in any event on or before the date that is 90 days after the end of each fiscal
year (or, in the case of the fiscal year ended December 31, 2016, the date that is 120 days after the end of such fiscal year),
the consolidated balance sheet of the Borrower and its consolidated Subsidiaries and, if different, the Borrower and its Restricted
Subsidiaries, in each case as at the end of such fiscal year, and the related consolidated statement of income and cash flows
for such fiscal year, setting forth comparative consolidated figures for the preceding fiscal year (or, in lieu of such audited
financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information
for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and its consolidated Subsidiaries, on the
other hand), all in reasonable detail and prepared in all material respects in accordance with GAAP (except as otherwise disclosed
in such financial statements) and, except with respect to such reconciliation, reported on by independent registered public accountants
of recognized national standing with an unmodified report by such independent registered public accountants without an emphasis
of matter paragraph related to going concern as defined by Statement on Accounting Standards AU-C Section 570 “The Auditor’s
Consideration of an Entity’s Ability to Continue as a Going Concern” (or any similar statement under any amended or
successor rule as may be adopted by the Auditing Standards Board from time to time) (other than solely with respect to, or expressly
resulting solely from, an upcoming maturity date of any Indebtedness under the Credit Documents, including pursuant to Sections
2.14 and 2.15, Indebtedness Incurred pursuant to Section 10.1(k), Section 10.1(s) and Section 10.1(u), the Senior Unsecured Notes,
any Term Loan Exchange Notes, and/or any Credit Agreement Refinancing Indebtedness, Permitted Additional Debt or Permitted Refinancing
Indebtedness Incurred to Refinance (in whole or in part) any such Indebtedness), and, for the avoidance of doubt, without modification
as to the scope of audit, together in any event with a certificate of such accounting firm stating that in the course of its regular
audit of the business of the Borrower and its consolidated Subsidiaries, which audit was conducted in accordance with generally
accepted auditing standards, such accounting firm has obtained no knowledge of any Event of Default relating to the Financial
Performance Covenant that has occurred and is continuing or, if in the opinion of such accounting firm such an Event of Default
has occurred and is continuing, a statement as to the nature thereof. Notwithstanding the foregoing, the obligations in this Section
9.1 (a) may be satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing
(A) the applicable financial statements of Holdings (or any Parent Entity of Holdings) or (B) the Borrower’s or Holdings’
(or any Parent Entity thereof), as applicable, Form 10-K filed with the SEC or (C) following an election by the Borrower pursuant
to the definition of “GAAP”, the applicable financial statements shall be determined in accordance with IFRS; provided
that, with respect to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or such Parent
Entity), such information is accompanied by consolidating information that explains in reasonable detail the differences between
the information relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and
its consolidated Subsidiaries on a standalone basis, on the other hand and (ii) to the extent such information is in lieu of information
required to be provided under the first sentence of this Section 9.1(a), such materials shall be reported on by an independent
registered public accounting firm of recognized national standing, with an unmodified report by such independent registered public
accountants without an emphasis of matter paragraph related to going concern as defined by Statement on Accounting Standards AU-C
Section 570 “The Auditor’s Consideration of an Entity’s Ability to Continue as a Going Concern” (or any
similar statement under any amended or successor rule as may be adopted by the Auditing Standards Board from time to time) (other
than solely with respect to, or expressly resulting solely from, an upcoming maturity date of any Indebtedness under the Credit
Documents, including pursuant to Sections 2.14 and 2.15, Indebtedness Incurred pursuant to Section 10.1(k), Section 10.1(s) and
Section 10.1(u), the Senior Unsecured Notes, any Term Loan Exchange Notes and/or any Credit Agreement Refinancing Indebtedness,
Permitted Additional Debt or Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) any such Indebtedness)
(it being understood that there shall be no obligation to audit any such consolidating information), and, for the avoidance of
doubt, without modification as to the scope of audit.


 






    -128-


     


    

 


(b)       Quarterly
Financial Statements. As soon as available and in any event on or before the date that is 45 days after the end of each of
the first three quarterly accounting periods in each fiscal year of the Borrower (or, in the case of each of the quarters ending
June 30, 2016, September 30, 2016 and March 31, 2017, the date that is 60 days after the end of such quarter), the consolidated,
condensed balance sheet of the Borrower and its consolidated Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries,
in each case as at the end of such quarterly period and the related consolidated, condensed statement of income for such quarterly
accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related
consolidated, condensed statement of cash flows for the elapsed portion of the fiscal year ended with the last day of such quarterly
period, and setting forth comparative consolidated, condensed figures for the related periods in the prior fiscal year or, in
the case of such consolidated, condensed balance sheet, for the last day of the prior fiscal year (or in lieu of such financial
statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation, reflecting such financial information for
the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and its consolidated Subsidiaries on the other
hand), all in reasonable detail and all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting
in all material respects the financial condition, results of operations, members’ equity and cash flows of the Borrower
and its consolidated Subsidiaries (and, if applicable, the Borrower and the Restricted Subsidiaries) in all material respects
accordance with GAAP (except as disclosed in such financing statements), subject to changes resulting from audit and normal year-end
audit adjustments and to the absence of footnotes. Notwithstanding the foregoing, the obligations in this Section 9.1(b) may be
satisfied with respect to financial information of the Borrower and its consolidated Subsidiaries by furnishing (A) the applicable
financial statements of Holdings (or any Parent Entity thereof) or (B) the Borrower’s or Holdings’ (or any Parent
Entity thereof), as applicable, Form 10-Q filed with the SEC or (C) following an election by the Borrower pursuant to the definition
of “GAAP”, the applicable financial statements shall be determined in accordance with IFRS; provided that,
with respect to each of clauses (A) and (B), to the extent such information relates to Holdings (or any such Parent Entity), such
information is accompanied by consolidating information that explains in reasonable detail the differences between the information
relating to Holdings (or such Parent Entity), on the one hand, and the information relating to the Borrower and its consolidated
Subsidiaries on a standalone basis, on the other hand.


 






    -129-


     


    

 


(c)        Budget.
No later than five Business Days following the delivery by the Borrower of the financial statements required under Section 9.1(a),
beginning at the time of the delivery of the financial statements for the fiscal year ending December 31, 2016, a detailed quarterly
budget of the Borrower and its Restricted Subsidiaries in reasonable detail for the current fiscal year as customarily prepared
by management of the Borrower for its internal use (but including, in any event, only a projected consolidated, condensed statement
of income of the Borrower and its Restricted Subsidiaries for the current fiscal year and not a projected consolidated balance
sheet or statement of projected cash flow) and setting forth the principal assumptions upon which such budget is based (provided
that no such budgets shall be required to be delivered for the fiscal year which began January 1, 2016). It is understood
and agreed that any financial or business projections furnished by any Credit Party (i)(A) are subject to significant uncertainties
and contingencies, which may be beyond the control of the Credit Parties, (B) no assurance is given by the Credit Parties that
the results or forecast in any such projections will be realized and (C) the actual results may differ from the forecast results
set forth in such projections and such differences may be material and (ii) are not a guarantee of performance.


 


(d)        Officer’s
Certificates. No later than five Business Days following the delivery of the financial statements provided for in Sections
9.1(a) and 9.1(b), a certificate of an Authorized Officer of the Borrower to the effect that no Default or Event of Default exists
or, if any Default or Event of Default does exist, specifying the nature and extent thereof, which certificate shall set forth
(i) during any fiscal quarter during which the Financial Performance Covenant is applicable, the calculations required to establish
whether the Borrower was in compliance with the provisions of the Financial Performance Covenant as at the end of such fiscal
year or period, as the case may be, beginning with the fiscal period ending December 31, 2016, if required, (ii) a specification
of any change in the identity of the Guarantors, the Restricted Subsidiaries, the Unrestricted Subsidiaries, the Specified Subsidiaries,
the Immaterial Subsidiaries and the Foreign Subsidiaries as at the end of such fiscal year or period, as the case may be, from
the Guarantors, Restricted Subsidiaries, the Unrestricted Subsidiaries, the Specified Subsidiaries, the Immaterial Subsidiaries
and the Foreign Subsidiaries, respectively, provided to the Lenders on the Closing Date or the most recent fiscal year or period,
as the case may be, and (iii) the then applicable Applicable Margins and Commitment Fee Rate. At the time of the delivery of the
financial statements provided for in Section 9.1(a) beginning with the fiscal year ended December 31, 2017, a certificate of an
Authorized Officer of the Borrower setting forth in reasonable detail the calculation of Excess Cash Flow, the Available Amount
and the Available Equity Amount as at the end of the fiscal year to which such financial statements relate.


 


(e)          Notice
of Certain Events. Promptly after an Authorized Officer of Holdings, the Borrower or any of its Restricted Subsidiaries obtains
knowledge thereof, notice of the occurrence of (i) any event that constitutes a Default or an Event of Default, which notice shall
specify the nature thereof, the period of existence thereof and what action Holdings or the Borrower proposes to take with respect
thereto, and (ii) any litigation or governmental proceeding pending against Holdings, the Borrower or any of its Restricted Subsidiaries
that could reasonably be expected to result in a Material Adverse Effect.


 


(f)          Other
Information. (i) Promptly upon filing thereof, (x) copies of any annual, quarterly and other regular, material periodic and
special reports (including on Form 10-K, 10-Q or 8-K) and registration statements which Holdings, the Borrower or any Restricted
Subsidiary files with the SEC or any analogous Governmental Authority in any relevant jurisdiction (other than amendments to any
registration statement (to the extent such registration statement, in the form it becomes effective, is delivered to the Administrative
Agent for further delivery to the Lenders), exhibits to any registration statement and, if applicable, any registration statements
on Form S-8 and other than any filing filed confidentiality with the SEC or any analogous Governmental Authority in any relevant
jurisdiction) and (y) copies of all financial statements, proxy statements and material reports that Holdings, the Borrower or
any of the Restricted Subsidiaries shall send to the holders of any publicly issued debt of Holdings, the Borrower and/or any
of the Restricted Subsidiaries in their capacity as such holders (in each case to the extent not theretofore delivered to the
Administrative Agent for further delivery to the Lenders pursuant to this Agreement) and (ii) with reasonable promptness, but
subject to the limitations set forth in the last sentence of Section 9.2 and Section 13.16, such other information (financial
or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request in writing from
time to time.


 






    -130-


     


    

 


Documents required to be delivered pursuant
to Sections 9.1(a), 9.1(b) and 9.1(f)(i) may be delivered electronically and if so delivered, shall be deemed to have been delivered
on the date (i) on which the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the
Internet at the website address listed on Schedule 13.2 or (ii) on which such documents are transmitted by electronic mail to
the Administrative Agent; provided that: (A) upon written request by the Administrative Agent, the Borrower shall deliver
paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to
cease delivering paper copies is given by the Administrative Agent and (B) the Borrower shall notify (which may be by facsimile
or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic
mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the
Borrower shall be required to provide paper copies of the certificates required by Section 9.1(d) to the Administrative Agent.
Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents
from the Administrative Agent and maintaining its copies of such documents.


 


9.2         Books,
Records and Inspections. The Borrower will, and will cause each of the Restricted Subsidiaries to, maintain proper books of
record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP
consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings,
the Borrower or such Restricted Subsidiary, as the case may be. The Borrower will, and will cause each of the Restricted Subsidiaries
to, permit representatives and independent contractors of the Administrative Agent and the Required Lenders to visit and inspect
any of its properties (to the extent it is within such Person’s control to permit such inspection), to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts
with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrower and at such reasonable
times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower (and
subject, in the case of any such meetings or advice from such independent accountants, to such accountants’ customary policies
and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default,
only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Required Lenders
under this Section 9.2, and the Administrative Agent shall not exercise such rights more often than once during any calendar year
absent the existence of an Event of Default at the Borrower’s expense; and provided, further, that when an
Event of Default exists, the Administrative Agent or the Required Lenders (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. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any
discussions with the Borrower’s independent public accountants. Notwithstanding anything to the contrary in Section 9.1
or this Section 9.2, none of Holdings, the Borrower or any Restricted Subsidiary will be required to disclose, permit the inspection,
examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes
non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any Agent or any
Lender (or their respective representatives or contractors) is prohibited by Applicable Law or any binding agreement or (iii)
that is subject to attorney-client or similar privilege or constitutes attorney work product.


 


9.3         Maintenance
of Insurance.


 


(a)          The
Borrower will, and will cause each of the Restricted Subsidiaries to, at all times maintain in full force and effect, with insurance
companies that the Borrower believes (in the good-faith judgment of the management of the Borrower) are financially sound and
responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to
any self-insurance which the Borrower believes (in the good-faith judgment of management of the Borrower) is reasonable and prudent
in light of the size and nature of its business) and against at least such risks (and with such risk retentions) as are usually
insured against in the same general area by companies engaged in businesses similar to those engaged by the Borrower and the Restricted
Subsidiaries; and will furnish to the Administrative Agent for further delivery to the Lenders, upon written request from the
Administrative Agent, information presented in reasonable detail as to the insurance so carried. The Collateral Agent, for the
benefit of the Secured Parties, shall be the additional insured on any such liability insurance and the Collateral Agent, for
the benefit of the Secured Parties, shall be the additional loss payee or additional mortgagee under any such casualty or property
insurance, except in each case as the Collateral Agent and the Borrower may otherwise agree.


 






    -131-


     


    

 


(b)         If
any buildings or improvements comprising of any Mortgaged Property are at any time located in an area identified by the Federal
Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has
been made available under the Flood Insurance Laws, then the Borrower shall, or shall cause the applicable Credit Parties to,
solely to the extent required by Applicable Law, (i) maintain, or cause to be maintained, with a financially sound and reputable
insurer (determined at the time such insurance is obtained or renewed), flood insurance in an amount and otherwise sufficient
to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Collateral
Agent evidence of such compliance in form reasonably acceptable to the Collateral Agent.


 


9.4         Payment
of Taxes. The Borrower will pay and discharge, and will cause each of the Restricted Subsidiaries to pay and discharge, all
material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties
belonging to it, prior to the date on which such payments become overdue, and all lawful material claims in respect of taxes imposed,
assessed or levied that, if unpaid, would reasonably be expected to become a material Lien upon any properties of the Borrower
or any of the Restricted Subsidiaries, except to the extent that the failure to do so would not reasonably be expected to result
in a Material Adverse Effect; provided that none of the Borrower or any of the Restricted Subsidiaries shall be required
to pay any such tax, assessment, charge, levy or claim that is being diligently contested in good faith and by proper proceedings
if it has maintained adequate reserves (in the good-faith judgment of the management of the Borrower) with respect thereto in
accordance with GAAP or the equivalent accounting principles in the relevant local jurisdiction.


 


9.5         Consolidated
Corporate Franchises. The Borrower will do, and will cause each of the Restricted Subsidiaries to do, or cause to be done,
all things necessary to preserve and keep in full force and effect its existence, corporate rights, privileges and authority,
except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided,
however, that the Borrower and the Restricted Subsidiaries may consummate any transaction permitted under Section 10.3,
10.4 or 10.5.


 


9.6         Compliance
with Statutes. The Borrower will, and will cause each Restricted Subsidiary to (a) comply with all Applicable Laws, rules,
regulations and orders applicable to it or its property, including, without limitation, (i) the FCPA, (ii) applicable Sanctions
and (iii) the PATRIOT ACT, and (b) maintain in effect all governmental approvals or authorizations required to conduct its business,
except in the case of each of clauses (a) and (b), where the failure to do so, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect.


 


9.7          ERISA.
As soon as reasonably practicable after the Borrower or any of the Restricted Subsidiaries or any ERISA Affiliate knows or has
reason to know of the occurrence of any of the following events that, individually or in the aggregate (including in the aggregate
such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding),
would be reasonably likely to have a Material Adverse Effect, the Borrower will deliver to the Administrative Agent a certificate
of an Authorized Officer or any other senior officer of the Borrower setting forth details as to such occurrence and the action,
if any, that the Borrower, such Restricted Subsidiary or such ERISA Affiliate is required or proposes to take, together with any
notices (required, proposed or otherwise) given to or filed with or by the Borrower, such Restricted Subsidiary, such ERISA Affiliate,
the PBGC, or a Multiemployer Plan administrator (provided that if such notice is given by the Multiemployer Plan administrator,
it is given to any of the Borrower or any of the Restricted Subsidiaries or any ERISA Affiliates thereof): (a) that a Reportable
Event has occurred; (b) that there has been a failure to satisfy the minimum funding standard under Section 412 of the Code or
Section 302 of ERISA or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum
funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of
the Code with respect to a Pension Plan; (c) that a Pension Plan having an Unfunded Current Liability has been or is to be terminated
under Title IV of ERISA (including the giving of written notice thereof); (d) that a Pension Plan has an Unfunded Current Liability
that has or will result in a Lien under ERISA or the Code on the assets of any of Holdings, the Borrower, any of the Restricted
Subsidiaries or any ERISA Affiliate; (e) that proceedings will be or have been instituted by the PBGC to terminate a Pension Plan
having an Unfunded Current Liability (including the giving of written notice thereof); (f) that a proceeding has been instituted
against the Borrower, a Restricted Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent
contribution to a Multiemployer Plan; (g) that the PBGC has notified the Borrower, any Restricted Subsidiary thereof or any ERISA
Affiliate of its intention to appoint a trustee to administer any Pension Plan; (h) that the Borrower, any Restricted Subsidiary
thereof or any ERISA Affiliate has failed to make any required contribution or payment to a Multiemployer Plan; (i) that a determination
has been made that any Pension Plan is in “at-risk” status within the meaning of Section 430 of the Code or Section
303 of ERISA or any Multiemployer Plan is in “endangered or critical status” within the meaning of Section 432 of
the Code or Section 305 of ERISA; (j) that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred
(or has been notified in writing by a Multiemployer Plan administrator that it will incur) any liability (including any contingent
or secondary liability) to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 409, 502(i) 502(l), 515,
4062, 4063, 4064, 4069, 4201 or 4204 of ERISA or Section 4971 or 4975 of the Code; (k) that a Pension Plan or Multiemployer Plan
is “insolvent” within the meaning of Section 4245 of ERISA; (l) that the termination of any Foreign Plan has occurred
that gives rise to liability for Holdings, the Borrower or any Restricted Subsidiary; or (m) that any non-compliance with any
funding requirements under Applicable Law for any Foreign Plan has occurred. Such certificate and notice shall be provided as
soon as reasonably practicable after the Borrower, any Restricted Subsidiary or any ERISA Affiliate knows or has reason to know
of the occurrence of any such event.


 






    -132-


     


    

 


9.8         Good
Repair. The Borrower will, and will cause each of the Restricted Subsidiaries to, ensure that its properties and equipment
used or useful in its business in whomsoever’s possession they may be to the extent that it is within the control of such
party to cause same, are kept in good repair, working order and condition, normal wear and tear excepted, and that from time to
time there are made in such properties and equipment all needful and proper repairs, renewals, replacements, extensions, additions,
betterments and improvements thereto, to the extent and in the manner customary for companies in the industry in which the Borrower
and the Restricted Subsidiaries conduct business and consistent with third party leases, except in each case to the extent the
failure to do so would not be reasonably expected to have a Material Adverse Effect.


 


9.9         End
of Fiscal Years; Fiscal Quarters. The Borrower will, for financial reporting purposes, cause (a) each of its, and each of
the Restricted Subsidiaries’, fiscal years to end on December 31 of each year and (b) each of its, and each of the Restricted
Subsidiaries’, fiscal quarters to end on dates consistent with such fiscal year-end and the Borrower’s past practice;
provided, however, that the Borrower may, upon written notice to, and consent by, the Administrative Agent, change
the financial reporting convention specified above to any other financial reporting convention reasonably acceptable to the Administrative
Agent, in which case the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments
to this Agreement that are necessary in order to reflect such change in financial reporting.


 


9.10       Additional
Guarantors, Grantors and Co-Obligors. Subject to any applicable limitations set forth in the Guarantee, the Security Agreement,
the Pledge Agreement or any other Security Document, as applicable, the Borrower will cause (i) any direct or indirect Domestic
Subsidiary of the Borrower (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Closing Date
(including pursuant to an Acquisition) and (ii) any Domestic Subsidiary of the Borrower that ceases to be an Excluded Subsidiary,
to promptly execute (A) a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement substantially in
the form of Annex B, Exhibit 1 or Annex A, as applicable, to the respective agreement in order to become a Guarantor under the
Guarantee, a grantor under the Security Agreement and a pledgor under the Pledge Agreement, (B) a counterpart signature page to
the Intercompany Note, (C) a Joinder Agreement to this Agreement and (D) a joinder agreement or such comparable documentation
to each other applicable Security Document, substantially in the form annexed thereto, and to take all actions required thereunder
to perfect the Liens created thereunder.


 


9.11       Pledges
of Additional Stock and Evidence of Indebtedness.


 


(a)          Subject
to any applicable limitations set forth in the Security Documents, as applicable, the Borrower will pledge, and, if applicable,
will cause each other Subsidiary Guarantor (or a Person required to become a Subsidiary Guarantor pursuant to Section 9.10) to
pledge, to the Collateral Agent for the benefit of the Secured Parties, (i) all the Capital Stock (other than any Excluded Capital
Stock) of each Subsidiary owned by the Borrower or any Subsidiary Guarantor (or Person required to become a Subsidiary Guarantor
pursuant to Section 9.10), in each case, formed or otherwise purchased or acquired after the Closing Date, pursuant to a supplement
to the Pledge Agreement substantially in the form of Annex A thereto and (ii) except with respect to intercompany Indebtedness,
all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that are owing
to the Borrower or any Subsidiary Guarantor (or Person required to become a Subsidiary Guarantor pursuant to Section 9.10) (which
shall be evidenced by a promissory note), in each case pursuant to a supplement to the Pledge Agreement substantially in the form
of Annex A thereto.


 






    -133-


     


    

 


(b)          The
Borrower agrees that all Indebtedness of the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party
(or a Person required to become a Subsidiary Guarantor pursuant to Section 9.10) shall be evidenced by the Intercompany Note,
which promissory note shall be required to be pledged to the Collateral Agent, for the benefit of the Secured Parties, pursuant
to the Pledge Agreement.


 


9.12        Use
of Proceeds. The proceeds of the Initial Term Loans and the Initial Revolving Borrowing Amount shall be used (a) on the Closing
Date, together with the proceeds from the issuance of Senior Unsecured Notes, cash on hand at the Borrower and its Subsidiaries
and the proceeds from the Equity Contribution to pay the Merger Consideration, the Existing Debt Refinancing and/or the Transaction
Expenses and (b) to the extent any proceeds remain after the application described in clause (a), on and after the Closing Date
for other general corporate purposes of the Borrower and its Subsidiaries. The proceeds of the Revolving Credit Loans available
under any Revolving Credit Facility, together with the proceeds of the Swingline Loans and the Letters of Credit, will be used
for working capital requirements and other general corporate purposes of the Borrower and its Subsidiaries, including the financing
of acquisitions, other Investments and Restricted Payments and other distributions on account of the Capital Stock of the Borrower
(or any Parent Entity thereof), in each case permitted hereunder, and any other use not prohibited hereby. The proceeds of any
Incremental Term Loan Facility, the proceeds of any Revolving Credit Loans made pursuant to any Incremental Revolving Credit Commitment
Increase and the proceeds of any Additional/Replacement Revolving Credit Loans or Extended Revolving Credit Loans made pursuant
to any Additional/Replacement Revolving Credit Commitments or Extended Revolving Credit Commitments, as applicable, may be used
for working capital requirements and other general corporate purposes of the Borrower and its Subsidiaries including the financing
of acquisitions, other Investments and Restricted Payments and other distributions on account of the Capital Stock of the Borrower
(or any Parent Entity thereof), in each case permitted hereunder, and any other use not prohibited hereby.


 


9.13        Changes
in Business. The Borrower and its Restricted Subsidiaries, taken as a whole, will not fundamentally and substantively alter
the character of their business, taken as a whole, from the business conducted by the Borrower and its Restricted Subsidiaries,
taken as a whole, on the Closing Date and other similar, incidental, ancillary, supportive, complementary, synergetic or related
businesses or reasonable extensions thereof (and non-core incidental businesses acquired in connection with any Acquisition or
Investment or other immaterial businesses).


 


9.14        Further
Assurances.


 


(a)           Subject
to the limitations set forth in this Agreement and the Security Documents, Holdings and the Borrower will, and will cause each
other Subsidiary Guarantor to, execute any and all further documents, financing statements, agreements and instruments, and take
all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other similar
documents), that may be required under any Applicable Law, or that the Collateral Agent or the Required Lenders may reasonably
request, in order to grant, preserve, protect and perfect the validity and priority of the security interests created or intended
to be created by the Security Documents, all at the expense of the Borrower and its Restricted Subsidiaries.


 


(b)           Subject
to any applicable limitations set forth in the Security Documents and in Sections 9.10 and 9.11, (i) if any Material Real Property
is acquired by any Credit Party after the Closing Date or, (ii) if any Credit Party that becomes a Credit Party after the Closing
Date owns any Material Real Property, the Borrower will notify the Collateral Agent (who shall thereafter notify the Lenders)
thereof and will, within 90 days after the acquisition of such Material Real Property or within 90 days of the date on which the
applicable Credit Party became a Credit Party, as applicable, (or such longer period as may be agreed by the Collateral Agent
in its sole discretion), cause such Material Real Property to be subjected to a Mortgage (provided, however, that,
in the event any Material Real Property subject to a Mortgage under this Section is located in a jurisdiction that imposes mortgage
recording taxes or any similar fees or charges, such Mortgage shall only secure an amount equal to the Fair Market Value of such
Material Real Property) and will take, and cause the Subsidiary Guarantors to take, such other actions as shall be necessary or
reasonably requested by the Collateral Agent to grant and perfect a Lien on such Material Real Property consistent with the applicable
requirements of the Security Documents, including actions described in Section 9.14(a) and Section 9.14(c), all at the expense
of the Credit Parties.


 






    -134-


     


    

 


(c)          Any
Mortgage delivered to the Collateral Agent in accordance with Sections 9.14(b) shall be accompanied by:


 


(i)           a
completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each
Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed
by the Borrower) and with respect to each Mortgaged Property that is: (x) in an area designated by the Federal Emergency Management
Agency as being located in a special flood hazard area, and (y) contains “improved real estate” or a “mobile
home” (as defined by the Flood Insurance Laws) within such special flood hazard area (a “Flood Hazard Property”)
the Borrower shall deliver to the Collateral Agent (i) Borrower’s written acknowledgment of receipt of written notification
from the Collateral Agent as to the fact that such asset is a Flood Hazard Property and as to whether the community in which such
Mortgaged Property is located is participating in the National Flood Insurance Program and (ii) evidence of flood insurance in
form and substance reasonably satisfactory to the Collateral Agent;


 


(ii)         a
policy or policies of title insurance or a marked unconditional commitment or binder thereof issued by a nationally recognized
title insurance company insuring title to such Mortgaged Property is vested in such Credit Party for an amount not to exceed the
Fair Market Value (determined at the time described in Section 9.14(b) above) and together with such endorsements as the Collateral
Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable
Mortgaged Property is located;


 


(iii)        unless
the Collateral Agent shall have otherwise agreed, but only to the extent already prepared and otherwise available, either (A)
a survey of the applicable Mortgaged Property for which all necessary fees (where applicable) have been paid (1) prepared by a
surveyor reasonably acceptable to the Collateral Agent, (2) dated or re-certificated not earlier than three months prior to the
date of such delivery or such other date as may be reasonably satisfactory to the Collateral Agent in its sole discretion, (3)
for Mortgaged Property situated in the United States, certified to the Collateral Agent and the title insurance company issuing
the title insurance policy for such Mortgaged Property pursuant to clause (ii), which certification shall be reasonably acceptable
to the Collateral Agent and (4) for Mortgaged Property situated in the United States, complying with current “Minimum
Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” jointly established and adopted by American Land Title
Association, the American Congress on Surveying and Mapping and the National Society of Professional Surveyors (except for such
deviations as are acceptable to the Collateral Agent) or (B) coverage under the title insurance policy or policies referred to
in clause (ii) above that does not contain a general exception for survey matters and which contains survey-related endorsements
reasonably acceptable to the Collateral Agent; and


 


(iv)         opinions
of counsel to the Credit Party mortgagor with respect to the enforceability, due authorization, execution and delivery of the
applicable Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent.


 


(d)          Notwithstanding
anything herein to the contrary, if the Collateral Agent and the Borrower reasonably determine in writing that the time or cost
of creating or perfecting any Lien on any property (including the time and cost required to obtain the flood insurance required
under Section 9.14(c)(i)) is excessive in relation to the benefits afforded to the Lenders thereby, then such property may be
excluded from the Collateral for all purposes of the Credit Documents.


 


(e)           Notwithstanding
anything herein to the contrary, the Credit Parties shall not be required to take any actions outside the United States, to (i)
create any security interest in assets titled or located outside the United States, or (ii) perfect or make enforceable any security
interests in any Collateral.


 






    -135-


     


    

 


9.15       Designation
of Subsidiaries. The Board of Directors of the Borrower may at any time designate any Restricted Subsidiary as an Unrestricted
Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that immediately before and after such designation,
no Event of Default shall have occurred and be continuing. The designation of any Subsidiary as an Unrestricted Subsidiary after
the Closing Date 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 Restricted Subsidiary
shall constitute the Incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing
at such time. Upon any such designation of any Unrestricted Subsidiary as a Restricted Subsidiary (but without duplication of
any amount reducing such Investment in such Unrestricted Subsidiary pursuant to the definition of “Investment” or
the definition of “Available Amount”), the Borrower and/or the applicable Restricted Subsidiaries shall receive a
credit against the applicable clause in Section 10.5 or Section 10.6 that was utilized for the Investment in such Unrestricted
Subsidiary for all Returns in respect of such Investment.


 


9.16       Maintenance
of Ratings. The Borrower will use commercially reasonable efforts to cause the public credit rating for the Initial Term Loan
Facility issued by S&P and the public credit rating for the Initial Term Loan Facility issued by Moody’s, and the Borrower’s
public corporate credit rating issued by S&P and public corporate credit rating issued by Moody’s to each be maintained
(but not to obtain or maintain a specific rating).


 


9.17       Post-Closing
Obligations. To the extent not executed and delivered on the Closing Date, unless otherwise agreed by the Administrative Agent
in its reasonable discretion, execute and deliver the documents and complete the tasks set forth on Schedule 9.17, in each case
within the time limits specified on such schedule (or such later time as the Administrative Agent shall agree in its reasonable
discretion).


 


SECTION 10.      Negative
Covenants. The Borrower (and, with respect to Section 10.9, Holdings) hereby covenants and agrees that on the Closing Date
and thereafter, until the Total Commitment and all Letters of Credit have terminated (unless such Letters of Credit have been
Cash Collateralized on terms and conditions set forth in Section 3.8) and the Loans and Unpaid Drawings, together with interest,
fees and all other payment Obligations (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations
under Secured Cash Management Agreements or contingent indemnification or other contingent obligations not then due and payable),
are paid in full:


 


10.1       Limitation
on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly,
Incur, contingently or otherwise, with respect to any Indebtedness, except:


 


(a)       (i)
Indebtedness arising under the Credit Documents, including pursuant to Sections 2.14 and 2.15, and (ii) any Credit Agreement Refinancing
Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness;


 


(b)       Indebtedness
arising under the Senior Unsecured Notes Documents (including any guarantees in respect thereof) in an aggregate principal amount
not to exceed (when aggregated with the aggregate principal amount of Permitted Refinancing Indebtedness pursuant to clause (ii)
in respect of such Indebtedness then outstanding), except as contemplated by the definition of “Permitted Refinancing Indebtedness”,
$1,100,000,000 and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness;
provided that, notwithstanding any other provision herein to the contrary, no Person other than a Credit Party shall at
any time be an obligor in respect of any such Indebtedness;


 


(c)       (i)
Indebtedness constituting reimbursement obligations in respect of any bankers’ acceptance, bank guarantees, letters of credit,
warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of workers compensation
claims, or consistent with past practice, health, disability or other employee benefits or property, casualty or liability insurance
or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims,
health, disability or other employee benefits or property, casualty or liability insurance or self-insurance) and (ii) Indebtedness
supported by Letters of Credit or other letters of credit under similar facilities in an amount not to exceed the Stated Amount
of such Letters of Credit or stated amount of such other letters of credit under such similar facilities;


 



    -136-


     


    





 


(d)       Except
as otherwise limited by clauses (a), (b), (h) and (u), Guarantee Obligations Incurred by (i) any Restricted Subsidiary in respect
of Indebtedness of the Borrower or any other Restricted Subsidiary that is permitted to be Incurred under this Agreement and (ii)
the Borrower in respect of Indebtedness of any Restricted Subsidiary that is permitted to be Incurred under this Agreement; provided
that, if the applicable Indebtedness is subordinated to the Obligations, any such Guarantee Obligations shall be subordinated
to the Obligations;


 


(e)       Guarantee
Obligations Incurred in the ordinary course of business or consistent with past practice in respect of obligations to suppliers,
customers, franchisees, lessors, licensees, sublicensees or distribution partners;


 


(f)       (i)
Indebtedness (including Financing Lease Obligations and other Indebtedness arising under mortgage financings and purchase money
Indebtedness (including any industrial revenue bond, industrial development bond or similar financings)) the proceeds of which
are used to finance the acquisition, development, construction, repair, restoration, replacement, maintenance, upgrade, expansion
or improvement of fixed or capital assets or otherwise Incurred in respect of Capital Expenditures; provided that (A) such
Indebtedness is Incurred concurrently with or within 270 days after the completion of the applicable acquisition, development,
construction, repair, restoration, replacement, maintenance, upgrade, expansion or improvement or the making of the applicable
Capital Expenditure and (B) such Indebtedness is not Incurred to acquire Capital Stock of any Person; provided, further,
that, at the time of Incurrence thereof and after giving pro forma effect thereto and the use of the proceeds thereof, the aggregate
principal amount of such Indebtedness then outstanding pursuant to clause (i) (when aggregated with the aggregate principal amount
of Permitted Refinancing Indebtedness pursuant to clause (ii) in respect of such Indebtedness then outstanding) shall not, except
as contemplated by the definition of “Permitted Refinancing Indebtedness”, exceed an amount equal to (I) the greater
of (x) $175,000,000 and (y) 25.0% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to
such date of Incurrence (measured as of the date such Indebtedness is Incurred based upon the Section 9.1 Financials most recently
delivered on or prior to such date) minus (II) the aggregate amount of Indebtedness incurred pursuant to Section 10.1(g)
and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness;


 


(g)       (i)
Indebtedness constituting Financing Lease Obligations, other than Financing Lease Obligations in effect on the Closing Date (and
set forth on Schedule 10.1) or Financing Lease Obligations entered into pursuant to Section 10.1(f); provided that, at
the time of Incurrence thereof and after giving pro forma effect thereto and the use of the proceeds thereof, the aggregate principal
amount of such Indebtedness then outstanding pursuant to clause (i) (when aggregated with the aggregate principal amount of Permitted
Refinancing Indebtedness pursuant to clause (ii) in respect of such Indebtedness then outstanding) shall not, except as contemplated
by the definition of “Permitted Refinancing Indebtedness”, exceed an amount equal to (I) the greater of (x) $175,000,000
and (y) 25.0% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to such date of Incurrence
(measured as of the date such Indebtedness is Incurred based upon the Section 9.1 Financials most recently delivered on or prior
to such date) minus (II) the aggregate amount of Indebtedness incurred pursuant to Section 10.1(f); and (ii) any Permitted
Refinancing Indebtedness Incurred to Refinance such Indebtedness.


 


(h)       Closing
Date Indebtedness and any Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness;


 


(i)        Indebtedness
in respect of Hedging Agreements Incurred in the ordinary course of business or consistent with past practice and, in each case,
at the time entered into, not for speculative purposes;


 


(j)        (i)
Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary
(or is a Restricted Subsidiary that survives a merger, consolidation or amalgamation with such Person or any of its Subsidiaries)
or Indebtedness attaching to assets that are acquired by the Borrower or any Restricted Subsidiary, in each case after the Closing
Date as the result of an Acquisition or Indebtedness of any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary;
provided that


 






    -137-


     


    

 


(A)       subject
to Section 1.11, before and after giving pro forma effect thereto, no Event of Default under Section 11.1 or 11.5 has occurred
and is continuing;


 


(B)        as
of the date that any such Person becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger, consolidation
or amalgamation with such a Person or any of its Subsidiaries) or the date that any such assets are acquired by the Borrower or
any Restricted Subsidiary and after giving pro forma effect thereto, the aggregate principal amount of Indebtedness then outstanding
pursuant to this Section 10.1(j) does not exceed, except as contemplated by the definition of “Permitted Refinancing Indebtedness”,
the sum of (I) when aggregated with the aggregate principal amount of (1) Indebtedness Incurred pursuant to, and then outstanding
under, Section 10.1(k)(i)(B)(I) and Section 10.1(s)(i) and (2) Permitted Refinancing Indebtedness Incurred pursuant to clause
(ii) of this Section 10.1(j) to Refinance Indebtedness Incurred pursuant to, and then outstanding in reliance on, this clause
(I), the greater of (x) $100,000,000 and (y) 15.0% of Consolidated EBITDA of the Borrower for the Test Period most recently ended
on or prior to such date of determination (measured as of such date) based upon the Section 9.1 Financials most recently delivered
on or prior to such date plus (II) subject to Section 1.11, an aggregate amount such that, after giving pro forma effect
to the Incurrence of any such Indebtedness, to such Acquisition, Investment, any Specified Transaction or Specified Restructuring
to be consummated in connection therewith, the Borrower and the Restricted Subsidiaries shall be in compliance on a pro forma
basis with a Consolidated Total Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last day of the Test
Period most recently ended on or prior to the date of such Incurrence, as if such Incurrence, Acquisition, Investment, Specified
Transaction and Specified Restructuring had occurred on the first day of such Test Period of not greater than 6.85:1.00;


 


(C)        such
Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each
case, was not created in anticipation thereof;


 


(D)       such
Indebtedness is not guaranteed in any respect by Holdings, the Borrower or any Restricted Subsidiary (other than any such Person
that so becomes a Restricted Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries) except to
the extent permitted under Section 10.5 or Section 10.6; and


 


(E)        (x)
the Capital Stock of such Person is pledged to the Collateral Agent to the extent required under Section 9.11 and (y) such Person
executes a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement (or alternative guarantee and
security arrangements in relation to the Obligations) and a counterpart signature page to the Intercompany Notes, in each case
to the extent required under Section 9.10, 9.11 or 9.14(b), as applicable; provided that the requirements of this clause
(E) shall not apply to any Indebtedness of the type that could have been Incurred under Section 10.1(f) or Section 10.1(g);


 


(ii)           any
Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness;


 


(k)       (i)
Indebtedness of the Borrower or any Restricted Subsidiary Incurred to finance an Acquisition; provided that,


 


(A)       subject
to Section 1.11, before and after giving pro forma effect thereto, no Event of Default under Section 11.1 or 11.5 has occurred
and is continuing;


 






    -138-


     


    

 


(B)        as
of the date of such Incurrence and after giving pro forma effect thereto, and the use of the proceeds thereof, the aggregate principal
amount of Indebtedness then outstanding pursuant to this Section 10.1(k), does not exceed, except as contemplated by the definition
of “Permitted Refinancing Indebtedness”, the sum of (I) when aggregated with the aggregate principal amount of (1)
Indebtedness Incurred pursuant to, and then outstanding under, Section 10.1(j)(i)(B)(I) and Section 10.1(s)(i) and (2) Permitted
Refinancing Indebtedness Incurred pursuant to clause (ii) of this Section 10.1(k) to Refinance Indebtedness Incurred pursuant
to, and then outstanding in reliance on, this clause (I), the greater of (x) $100,000,000 and (y) 15.0% of Consolidated EBITDA
of the Borrower for the Test Period most recently ended on or prior to such date of determination (measured as of such date) based
upon the Section 9.1 Financials most recently delivered on or prior to such date plus (II) subject to Section 1.11, an
aggregate amount such that, after giving pro forma effect to the Incurrence of any such Indebtedness, to such Acquisition, Investment,
any Specified Transaction or Specified Restructuring to be consummated in connection therewith, the Borrower and the Restricted
Subsidiaries shall be in compliance on a pro forma basis with a Consolidated Total Debt to Consolidated EBITDA Ratio, as such
ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such Incurrence, as if
such Incurrence, Acquisition, Investment, Specified Transaction and Specified Restructuring had occurred on the first day of such
Test Period of not greater than 6.85:1.00;


 


(C)       the
terms of such Indebtedness do not provide for any scheduled repayment (including at maturity), mandatory repayment, redemption,
repurchase, defeasance, acquisition, similar payment or sinking fund obligation prior to the Latest Maturity Date, other than
customary prepayments, repurchases, redemptions, defeasances or similar payments of, or offers to prepay, redeem, repurchase,
defease, acquire or similarly pay upon, a change of control, asset sale event or casualty, eminent domain or condemnation event
or on account of the accumulation of excess cash flow and customary acceleration rights upon an event of default;


 


(D)       if
such Indebtedness is Incurred by a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness shall not be guaranteed
in any respect by Holdings, the Borrower or any other Subsidiary Guarantor except to the extent permitted under Section 10.5;


 


(E)       (x)
the Capital Stock of any Person acquired in such Acquisitions or Investments permitted under Section 10.5 (the “acquired
Person”) is pledged to the Collateral Agent to the extent required under Section 9.11 and (y) such acquired Person executes
a supplement to each of the Guarantee, the Security Agreement and the Pledge Agreement and a counterpart signature page to the
Intercompany Note (or alternative guarantee and security arrangements in relation to the Obligations), in each case, to the extent
required under Section 9.10, 9.11 or 9.14(b), as applicable;


 


(F)        the
terms of such Indebtedness shall be consistent with the requirements set forth in clause (b) and, if applicable, clause (f) of
the definition of “Permitted Additional Debt”; provided that a certificate of an Authorized Officer of the
Borrower delivered to the Administrative Agent at least five Business Days prior to the Incurrence of such Indebtedness, together
with a reasonably detailed description of the material terms and conditions of such Indebtedness 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 shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative
Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable
description of the basis upon which it disagrees); and


 


(G)       at
the time any such Indebtedness is Incurred and after giving pro forma effect to such Incurrence and any other transactions being
consummated in connection therewith and the use of the proceeds thereof,, the aggregate principal amount of all Indebtedness Incurred
by Non- Credit Parties pursuant to, and then outstanding under, this Section 10.1(k), when aggregated with the aggregate principal
amount of (1) all other Indebtedness Incurred by Non-Credit Parties and then outstanding pursuant to Section 10.1(s) and (2) all
Permitted Refinancing Indebtedness Incurred by Non-Credit Parties and then outstanding pursuant to clause (ii) of this Section
10.1(k), shall not exceed, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the greater
of (x) $175,000,000 and (y) 25.0% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to
such date of Incurrence (measured as of the date such Indebtedness is Incurred based upon the Section 9.1 Financials most recently
delivered on or prior to such date);


 






    -139-


     


    

 


(ii)           any
Permitted Refinancing Indebtedness Incurred to Refinance (in whole or in part) such Indebtedness;


 


(l)         (i)
unsecured Indebtedness in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price
of goods or services or progress payments in connection with such goods and services; provided that such obligations are
Incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and
not in connection with the borrowing of money and (ii) unsecured Indebtedness in respect of intercompany obligations of the Borrower
or any Restricted Subsidiary in respect of accounts payable Incurred in connection with goods sold or services rendered in the
ordinary course of business and not in connection with the borrowing of money;


 


(m)       Indebtedness
arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price,
earn-outs, deferred purchase price, payment obligations in respect of any non-compete, consulting or similar arrangement, contingent
earnout obligations or similar obligations (including earn-outs), in each case entered into in connection with the Transactions,
Acquisitions, other Investments and the Disposition of any business, assets or Capital Stock permitted hereunder, other than Guarantee
Obligations Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing
such acquisition, but including in connection with Guarantee Obligations, letters of credit, surety bonds on performance bonds
securing the performance of the Borrower or any such Restricted Subsidiary pursuant to such agreements;


 


(n)       Indebtedness
in respect of contracts (including trade contracts and government contracts), statutory obligations, performance bonds, bid bonds,
custom bonds, stay and appeal bonds, surety bonds, indemnity bonds, judgment bonds, performance and completion and return of money
bonds and guarantees, financial assurances, bankers’ acceptance facilities and similar obligations or obligations in respect
of letters of credit, bank guarantees or similar instruments related thereto, in each case not in connection with the borrowing
of money, including those incurred to secure health, safety and environmental obligations;


 


(o)       Indebtedness
of the Borrower or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take or pay obligations
contained in supply agreements, in each case arising in the ordinary course of business or consistent with past practice and not
in connection with the borrowing of money;


 


(p)       (i)
Indebtedness representing deferred compensation to officers, directors, managers, employees, consultants or independent contractors
of Holdings (or any Parent Entity thereof or any Equityholding Vehicle), the Borrower and the Restricted Subsidiaries Incurred
in the ordinary course of business and (ii) Indebtedness consisting of obligations of Holdings (or any Parent Entity thereof or
any Equityholding Vehicle), the Borrower or the Restricted Subsidiaries under deferred compensation arrangements to their officers,
directors, managers, employees, consultants or independent contractors or other similar arrangements Incurred by such Persons
in connection with the Transactions, Acquisitions or any other Investment expressly permitted under Section 10.5 or Section 10.6;


 


(q)       unsecured
Indebtedness consisting of promissory notes issued by the Borrower or any Restricted Subsidiary to future, current or former officers,
managers, consultants, directors, employees and independent contractors (or their respective Immediate Family Members) of Holdings,
the Borrower, any of its Subsidiaries or any Parent Entity or Equityholding Vehicle, in each case, to finance the retirement,
acquisition, repurchase or redemption of Capital Stock of Holdings (or any Parent Entity thereof or any Equityholding Vehicle
to the extent such Parent Entity or any Equityholding Vehicle uses the proceeds to finance the purchase or redemption (directly
or indirectly) of its Capital Stock) or the Capital Stock of the Borrower, in each case to the extent permitted by Section 10.6;
provided that, any such Indebtedness shall reduce availability under Section 10.6 to the extent of any amounts incurred
from time to time under this Section 10.1(q), whether or not outstanding, except in respect of amounts forgiven or cancelled without
payment being made;


 






    -140-


     


    

 


(r)         Cash
Management Obligations, Cash Management Services and other Indebtedness in respect of netting services, automatic clearing house
arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements and otherwise in connection
with deposit accounts and repurchase agreements permitted under Section 10.5;


 


(s)        additional
senior, senior subordinated or subordinated Indebtedness of the Borrower and the Restricted Subsidiaries, and Permitted Refinancing
Indebtedness thereof, in an aggregate principal amount, determined as of the date of the Incurrence of such Indebtedness and giving
pro forma effect thereto and the use of the proceeds thereof, not to exceed, except as contemplated by the definition of “Permitted
Refinancing Indebtedness”, the sum of (i) when aggregated with the aggregate principal amount of (1) Indebtedness Incurred
pursuant to, and then outstanding under, Section 10.1(j)(i)(B)(I) and Section 10.1(k)(i)(B)(I) and (2) Permitted Refinancing Indebtedness
Incurred pursuant to this clause (s) to Refinance Indebtedness Incurred pursuant to, and then outstanding in reliance on, this
clause (i), the greater of (x) $100,000,000 and (y) 15.0% of Consolidated EBITDA of the Borrower for the Test Period most recently
ended on or prior to such date of Incurrence (measured as of such date) based upon the Section 9.1 Financials most recently delivered
on or prior to such date plus (ii) an amount such that, after giving pro forma effect to the Incurrence of any such Indebtedness
and any Specified Transaction or Specified Restructuring to be consummated in connection therewith, the Borrower and Restricted
Subsidiaries shall be in compliance on a pro forma basis with either (x) a Consolidated EBITDA to Consolidated Interest Expense
Ratio, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such Incurrence,
as if such Incurrence, acquisition, Specified Transaction and Specified Restructuring occurred on the first day of such Test Period,
of not less than 2.00:1.00 or (y) a Consolidated Total Debt to Consolidated EBITDA Ratio of less than or equal to 6.85:1.00, as
such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of such Incurrence,
as if such Incurrence, acquisition, Specified Transaction and Specified Restructuring occurred on the first day of such Test Period;
provided, that, at the time any such Indebtedness is Incurred and after giving pro forma effect to such Incurrence and
any other transactions being consummated in connection therewith and the use of the proceeds thereof, the aggregate principal
amount of all Indebtedness Incurred and then outstanding under this Section 10.1(s) by Non-Credit Parties, when aggregated with
the aggregate principal amount of (1) all other Indebtedness Incurred by Non-Credit Parties and then outstanding pursuant to Section
10.1(k) and (2) Permitted Refinancing Indebtedness Incurred pursuant to, and then outstanding under, this clause (s) to Refinance
Indebtedness of Non-Credit Parties, shall not exceed, except as contemplated by the definition of “Permitted Refinancing
Indebtedness”, the greater of (x) $175,000,000 and (y) 25.0% of Consolidated EBITDA of the Borrower for the Test Period
most recently ended on or prior to such date of Incurrence (measured as of the date such Indebtedness is Incurred based upon the
Section Financials 9.1 ;(or prior to such date most recently delivered onprovided, further, that the terms of such
Indebtedness shall be consistent with the requirements of clause (a), clause (b) and, if applicable, clause (f) of the proviso
of the definition of “Permitted Additional Debt”; provided, further, that the Net Cash Proceeds from
the Incurrence of any Indebtedness under this Section 10.1(s) shall not be permitted to be used by the Borrower of any Restricted
Subsidiary to consummate any Acquisition;


 


(t)        (i)
Indebtedness Incurred in connection with any Sale Leaseback and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance
such Indebtedness;


 






    -141-


     


    

 


(u)        Indebtedness
in respect of (i) Permitted Additional Debt, the Net Cash Proceeds from which or, in the case of commitments, the new commitments
of which, are required to be applied to (x) prepay the Term Loans and related amounts in the manner set forth in Section 5.2(a)(i)
or (y) permanently reduce Revolving Credit Commitments, Extended Revolving Credit Commitments or Additional/Replacement Revolving
Credit Commitments in the manner set forth in Section 5.2(e)(ii) (and any such Permitted Additional Debt shall be deemed to have
been Incurred pursuant to this clause (i)), (ii) other Permitted Additional Debt; provided that, in the case of this clause
(ii), at the time of Incurrence or provision thereof and after giving pro forma effect thereto and such other transactions being
consummated in connection therewith and the use of the proceeds thereof, assuming that all commitments, if any, thereunder were
fully drawn, the aggregate principal amount of (X) all such Indebtedness Incurred or provided under this Section 10.1(u)(ii) plus
(Y) any Incremental Term Loans (other than those Incremental Term Loans Incurred under the proviso to Section 2.14(b)), any
Incremental Revolving Credit Commitment Increases and any Additional/Replacement Revolving Credit Commitments (other than those
Additional/Replacement Revolving Credit Commitments Incurred or provided under the proviso to Section 2.14(b)) that, in each case,
have been Incurred or provided pursuant to Section 2.14(b)(A), shall not exceed the sum of (A) the Incremental Base Amount plus
(B) an aggregate amount of Indebtedness, such that, after giving pro forma effect to such Incurrence (and after giving pro
forma effect to any Specified Transaction or Specified Restructuring to be consummated in connection therewith and assuming that
all Incremental Revolving Credit Commitment Increases and Additional/Replacement Revolving Credit Commitments then outstanding
and Incurred under Section 2.14(b)(B) were fully drawn), the Borrower would be in compliance with a Consolidated First Lien Debt
to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the Incurrence
of any such Permitted Additional Debt, calculated on a pro forma basis, as if such Incurrence (and any related transaction) had
occurred on the first day of such Test Period, that is no greater than 5.00:1.00 (the “Incremental Ratio Debt Amount”)
(with all such Indebtedness Incurred in reliance on the Incremental Ratio Debt Amount to be considered Consolidated First Lien
Debt for purposes of such calculation and any subsequent calculation of the Consolidated First Lien Debt to Consolidated EBITDA
Ratio for purposes of Section 2.14 or this Section 10.(u)); provided, further, that, in each case of this clause (ii),
subject to Section 1.11, no Event of Default (or, in the case of the Incurrence or provision of Permitted Additional Debt in connection
with an Acquisition, no Event of Default under either Section 11.1 or 11.5) shall have occurred and be continuing at the time
of the Incurrence or provision of any such Indebtedness or after giving pro forma effect thereto and (iii) any Permitted Refinancing
Indebtedness Incurred to Refinance such Indebtedness; provided that, without limitation of the requirements set forth in
the definition of “Permitted Refinancing Indebtedness”, such Permitted Refinancing Indebtedness shall be of the type
described in clause (a) or clause (b) of the definition of “Permitted Additional Debt”;


 


(v)        Indebtedness
of Non-Credit Parties; provided that, at the time of the Incurrence thereof and after giving pro forma effect to such Incurrence
and other transactions and the use of the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding in
reliance on this Section 10.1(v) shall not exceed the greater of (x) $125,000,000 and (y) 20.0% of Consolidated EBITDA of the
Borrower for the Test Period most recently ended on or prior to such date of Incurrence (measured as of the date such Indebtedness
is Incurred based upon the Section 9.1 Financials most recently delivered on or prior to such date);


 


(w)        unsecured
Indebtedness in the amount of any Excluded Contribution to the extent not counted for purposes of the Available Equity Amount
or Cure Amount; provided that, the maturity date of such Indebtedness is not earlier than the Latest Maturity Date;


 


(x)        Indebtedness
of the Borrower and the Restricted Subsidiaries; provided that, at the time of the Incurrence thereof and after giving
pro forma effect to such Incurrence and other transactions and the use of the proceeds thereof, the aggregate principal amount
of Indebtedness then outstanding under this Section 10.1(x) shall not exceed the greater of (x) $230,000,000 and (y) 35.0% of
Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to such date of Incurrence (measured as
of the date such Indebtedness is Incurred based upon the Section 9.1 Financials most recently delivered on or prior to such date);


 


(y)        (i)
Indebtedness of the Borrower or any Restricted Subsidiary owing to the Borrower or any other Restricted Subsidiary; provided
that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Subsidiary Guarantor shall be evidenced by
the Intercompany Note and (ii) Indebtedness in respect of shares of Disqualified Capital Stock of a Restricted Subsidiary issued
to the Borrower or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock
or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent
transfer (other than the incurrence of a lien permitted by Section 10.2) of any such shares of Disqualified Capital Stock (except
to the Borrower or another of the Restricted Subsidiaries or any pledge of such Capital Stock constituting a lien permitted by
Section 10.2 (but not foreclosure thereon)) shall be deemed in each case to be an issuance of such shares of Disqualified Capital
Stock (to the extent such Disqualified Capital Stock is then outstanding) not permitted by this clause;


 






    -142-


     


    

 


(z)       Indebtedness
in respect of commercial letters of credit obtained in the ordinary course of business;


 


(aa)      Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business;


 


(bb)     customer
deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the
ordinary course of business or consistent with past practice;


 


(cc)      Indebtedness
Incurred in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables
for credit management purposes, in each case Incurred or undertaken in the ordinary course of business or consistent with past
practice on arm’s length commercial terms on a recourse basis;


 


(dd)     Indebtedness
of the Borrower or any Restricted Subsidiary undertaken in connection with cash management and related activities with respect
to any Subsidiary or Joint Venture in the ordinary course of business; and


 


(ee)      Indebtedness
arising solely as a result of the existence of any Lien (other than for Liens securing debt for borrowed money) permitted under
Section 10.2;


 


(ff)       Indebtedness
of any Receivables Subsidiary arising under a Receivables Facility;


 


(gg)     Indebtedness
incurred by the Borrower or any Restricted Subsidiary to the extent that the Net Cash Proceeds thereof are promptly deposited
with the trustee under the Senior Unsecured Notes Indenture to satisfy and discharge the Senior Unsecured Notes in accordance
with the Senior Unsecured Notes Indenture, to the extent constituting a Permitted Refinancing Indebtedness in respect thereof;


 


(hh)      [reserved];


 


(ii)        Indebtedness
to the seller of any business or assets permitted to be acquired by the Borrower or any Restricted Subsidiary under this Agreement;
provided that, at the time of the Incurrence thereof and after giving pro forma effect to such Incurrence and other transactions
and the use of the proceeds thereof, the aggregate principal amount of Indebtedness then outstanding in reliance on this Section
10.1(ii) shall not exceed the greater of (a) $30,000,000 and (b) 4.5% of Consolidated EBITDA of the Borrower for the Test Period
most recently ended on or prior to such date of Incurrence (measured as of such date) based upon the Section 9.1 Financials most
recently delivered on or prior to such date;


 


(jj)        obligations
in respect of Disqualified Capital Stock; provided that, at the time of the Incurrence thereof and after giving pro forma
effect to such Incurrence and other transactions and the use of the proceeds thereof, the aggregate principal amount of Indebtedness
then outstanding under this clause (jj) shall not exceed the greater of (a) $30,000,000 and (b) 4.5% of Consolidated EBITDA of
the Borrower for the Test Period most recently ended on or prior to such date of Incurrence (measured as of such date) based upon
the Section 9.1 Financials most recently delivered on or prior to such date;


 


(kk)      unfunded
pension fund and other employee benefit plan obligations and liabilities incurred in the ordinary course of business to the extent
they do not result in an Event of Default under Section 11.6;


 






    -143-


     


    







 


(ll)        Indebtedness
in respect of (i) any Term Loan Exchange Notes and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance (in whole
or in part) such Indebtedness;


 


(mm)    endorsement
of instruments or other payment items for deposit in the ordinary course of business;


 


(nn)     performance
Guarantees of the Borrower and its Restricted Subsidiaries primarily guaranteeing performance of contractual obligations of the
Borrower or Restricted Subsidiaries to a third party and not primarily for the purpose of guaranteeing payment of Indebtedness;


 


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


 


(pp)     all
customary premiums (if any), interest (including post-petition and capitalized interest), fees, expenses, charges and additional
or contingent interest on obligations described in each of the clauses of this Section 10.1.


 


For purposes of determining
compliance with this Section 10.1, in the event that an item of Indebtedness meets the criteria of more than one of the categories
of Indebtedness described in clauses (a) through (pp) above, the Borrower shall, in its sole discretion, classify and reclassify
or later divide, classify or reclassify all or a portion of such item of Indebtedness (or any portion thereof and including as
between the Incremental Base Amount and the Incremental Ratio Debt Amount) in a manner that complies with this Section 10.1 and
will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided
that all Indebtedness outstanding under the Credit Documents and any Credit Agreement Refinancing Indebtedness Incurred to Refinance
(in whole or in part) such Indebtedness will be deemed to have been Incurred in reliance only on the exception set forth in Section
10.1 (a) (but without limiting the right of the Borrower to classify and reclassify, or later divide, classify or reclassify,
Indebtedness incurred under Section 2.14 or Section 10.1(u) as between the Incremental Base Amount and the Incremental Ratio Debt
Amount). The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness
shall not be deemed to be an Incurrence of Indebtedness for purposes of this Section 10.1.


 


At the time of Incurrence,
the Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described
in the paragraphs above. It is understood and agreed that any Indebtedness in the form of loans secured by Liens on the Collateral
having a priority ranking equal to the priority of the Liens on the Collateral securing the Obligations (but without regard to
control of remedies) shall be subject to the MFN Protection set forth in Section 2.14(c) (but subject to the MFN Exceptions to
such MFN Protection) as if such Indebtedness were an Incremental Term Loan.


 


10.2       Limitation
on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create,
incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of
the Borrower or any Restricted Subsidiary, whether now owned or hereafter acquired, except:


 


(a)       Liens
created pursuant to (i) the Credit Documents to secure the Obligations (including Liens permitted pursuant to Section 3.8) or
permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage, (ii) the Permitted Additional Debt Documents
securing Permitted Additional Debt Obligations permitted to be Incurred under Section 10.1(u) (provided that such Liens
do not extend to any assets that are not Collateral) and (iii) the documentation governing any Credit Agreement Refinancing Indebtedness
(provided that such Liens do not extend to any assets that are not Collateral); provided that, (A) in the case of
Liens described in subclause (ii) or (iii) above securing Permitted Additional Debt Obligations or Credit Agreement Refinancing
Indebtedness that constitute, or are intended to constitute, First Lien Obligations, the applicable Permitted Additional Debt
Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative thereof on behalf of such holders)
shall have entered into with the Collateral Agent a Customary Intercreditor Agreement which agreement shall provide that the Liens
on the Collateral securing such Permitted Additional Debt Obligations or Credit Agreement Refinancing Indebtedness shall have
the same priority ranking as the Liens on the Collateral securing the Obligations (but without regard to control of remedies)
and (B) in the case of Liens described in subclause (ii) or (iii) above securing Permitted Additional Debt Obligations or Credit
Agreement Refinancing Indebtedness that do not constitute, or are not intended to constitute, First Lien Obligations, the applicable
Permitted Additional Debt Secured Parties or parties to such Credit Agreement Refinancing Indebtedness (or a representative thereof
on behalf of such holders) shall have entered into a Customary Intercreditor Agreement with the Collateral Agent which agreement
shall provide that the Liens on the Collateral securing such Permitted Additional Debt Obligations or Credit Agreement Refinancing
Indebtedness, as applicable, shall rank junior in priority to the Liens on the Collateral securing the Obligations and any other
First Lien Obligations. Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be
authorized to negotiate, execute and deliver on behalf of the Secured Parties any Customary Intercreditor Agreement or any amendment
(or amendment and restatement) to the Security Documents or a Customary Intercreditor Agreement to the extent necessary to effect
the provisions contemplated by this Section 10.2(a);


 






    -144-


     


    

 


(b)       Permitted
Encumbrances;


 


(c)       Liens
securing Indebtedness permitted pursuant to Section 10.1(f) or Section 10.1(g) (including the interests of vendors and lessors
under conditional sale and title retention agreements); provided that (i) such Liens attach concurrently with or within
270 days after the acquisition, lease, repair, replacement, restoration, construction, expansion or improvement (as applicable)
of the property subject to such Liens or the making of the applicable Capital Expenditures, (ii) other than the property financed
by such Indebtedness, such Liens do not at any time encumber any property, except for replacements thereof and accessions and
additions to such property and ancillary rights thereto and the proceeds and the products thereof and customary security deposits,
related contract rights and payment intangibles and other assets related thereto and (iii) with respect to Financing Lease Obligations,
such Liens do not at any time extend to, or cover any assets (except for accessions and additions to such assets, replacements
and products thereof and customary security deposits, related contract rights and payment intangibles), other than the assets
subject to such Financing Lease Obligations and ancillary rights thereto; provided that individual financings of equipment
provided by one lender may be cross collateralized to other financings of equipment provided by such lender;


 


(d)       Liens
on property and assets existing on the Closing Date or pursuant to agreements in existence on the Closing Date and listed on Schedule
10.2 or, to the extent not listed in such Schedule, such property or assets have a Fair Market Value that does not exceed $5,000,000
in the aggregate; provided that (i) such Lien does not extend to any other property or asset of the Borrower or any Restricted
Subsidiary, other than (A) after acquired property that is affixed or incorporated into the property covered by such Lien or financed
by Indebtedness permitted by Section 10.1 and (B) the proceeds and products thereof and (ii) such Lien shall secure only those
obligations that such Liens secured on the Closing Date and any Permitted Refinancing Indebtedness Incurred to Refinance such
Indebtedness permitted by Section 10.1;


 


(e)       the
modification, Refinancing, replacement, extension or renewal (or successive modifications, Refinancings, replacements, extensions
or renewals) of any Lien permitted by clauses (c), (d), (f), (p), (t), (u) and (bb) of this Section 10.2 upon or in the same assets
theretofore subject to such Lien other than (i) after-acquired property that is affixed or incorporated into the property covered
by such Lien, (ii) in the case of Liens permitted by clauses (f), (t), (u) or (bb), after-acquired property subject to a Lien
securing Indebtedness permitted under Section 10.1, the terms of which Indebtedness require or include a pledge of after-acquired
property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement
would not have applied but for such acquisition) and (iii) the proceeds and products thereof;


 


(f)        Liens
existing on the assets, or shares of Capital Stock, of any Person that becomes a Restricted Subsidiary (including by designation
as a Restricted Subsidiary pursuant to Section 9.15), or existing on assets acquired, pursuant to an Acquisition or other Investment
permitted under Section 10.5 or Section 10.6 to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j);
provided that such Liens attach at all times only to the same assets that such Liens attached to (other than (i) after-acquired
property that is affixed or incorporated into the property covered by such Lien, (ii) after-acquired property subject to a Lien
securing Indebtedness permitted under Section 10.1(j), the terms of which Indebtedness require or include a pledge of after-acquired
property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement
would not have applied but for such acquisition) and (iii) the proceeds and products thereof), and secure only, the same Indebtedness
or obligations (or any Permitted Refinancing Indebtedness Incurred to Refinance such Indebtedness permitted by Section 10.1) that
such Liens secured, immediately prior to such Acquisition or other Investment, as applicable;


 






    -145-


     


    

 


(g)       Liens
arising out of any license, sublicense or cross-license of Intellectual Property permitted under Section 10.4;


 


(h)       Liens
securing Indebtedness or other obligations of the Borrower or a Restricted Subsidiary in favor of the Borrower or any Restricted
Subsidiary;


 


(i)        Liens
(i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii)
attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business and
(iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right to set off) and which
are within the general parameters customary in the banking industry;


 


(j)        Liens
(i) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted pursuant
to Section 10.5 or Section 10.6 to be applied against the purchase price for such Investment (or to secure letters of credit,
bank guarantee or similar instruments posted or issued in respect thereof), and (ii) consisting of an agreement to sell, transfer,
lease or otherwise Dispose of any property in a transaction permitted under Section 10.4, in each case, solely to the extent such
Investment or sale, Disposition, transfer or lease, as the case may be, would have been permitted on the date of the creation
of such Lien;


 


(k)       (i)
Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of property and bailee arrangements
entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement
and (ii) Lien arising by operation of Applicable Law under Article 2 of the Uniform Commercial Code (or any similar provision
under any other Applicable Law) in favor of a seller or buyer of goods;


 


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


 


(m)       Liens
that are contractual rights of set-off (A) relating to the establishment of depository relations with banks not given in connection
with the Incurrence of Indebtedness, (B) relating to pooled deposit, automatic clearing house or sweep accounts of the Borrower
or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business
of the Borrower and the Restricted Subsidiaries or (C) relating to purchase orders and other agreements entered into with customers
of the Borrower or any Restricted Subsidiary in the ordinary course of business or consistent with past practice; provided
that, Liens permitted pursuant to this clause (m) may be first priority Liens and not subject to any Lien or security interest
securing the Obligations;


 


(n)       Liens
(i) solely on any earnest money deposits of cash or Cash Equivalents made by the Borrower or any of the Restricted Subsidiaries
in connection with any letter of intent or purchase agreement permitted hereunder or to secure any letter of credit, bank guarantee
or similar instrument issued or posted in respect thereof and (ii) consisting of an agreement to Dispose of any property in a
transaction permitted under Section 10.4;


 






    -146-


     


    







 


(o)       Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(p)       Liens
on property subject to Sale Leasebacks and customary security deposits, related contract rights and payment intangibles related
thereto;


 


(q)       the
prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;


 


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


 


(s)       (i)
Liens on Capital Stock in Joint Ventures securing obligations of such Joint Ventures and (ii) to the extent constituting Liens,
transfer restrictions, purchase options, rights of first refusal, tag or drag, put or call or similar rights of minority holders
or Joint Ventures partners, in each case under partnership, limited liability coverage, Joint Venture or similar Organizational
Documents;


 


(t)       Liens
with respect to property or assets of any Non-Credit Party securing Indebtedness of a Non-Credit Party permitted under Section
10.1(v);


 


(u)       Liens
not otherwise permitted by this Section 10.2; provided that, at the time of the incurrence thereof and after giving pro
forma effect thereto and the use of proceeds thereof, the aggregate amount of Indebtedness and other obligations then outstanding
and secured thereby (when aggregated with the principal amount of Indebtedness secured by Liens Incurred in reliance on, and then
outstanding under, Section 10.2(e) above in respect of a Refinancing of Indebtedness previously secured under this Section 10.2(u))
does not exceed, except as contemplated by the definition of “Permitted Refinancing Indebtedness”, the greater of
(x) $225,000,000 and (y) 35.0% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to such
date such Lien is created, incurred, assumed or suffered to exist (measured as such date) based upon the Section 9.1 Financials
most recently delivered on or prior to such date; provided that, if such Liens are on Collateral, then the Borrower may
elect to have the holders of the Indebtedness or other obligations secured thereby (or a representative or trustee on their behalf)
enter into a Customary Intercreditor Agreement providing that the Liens on the Collateral securing such Indebtedness or other
obligations shall rank junior to the Liens on the Collateral securing the Obligations. Without any further consent of the Lenders,
the Administrative Agent and the Collateral Agent shall be authorized to negotiate, execute and deliver on behalf of the Secured
Parties any Customary Intercreditor Agreement or any amendment (or amendment and restatement) to the Security Documents or a Customary
Intercreditor Agreement to the extent necessary to effect the provisions contemplated by this Section 10.2(u);


 


(v)       Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts
or other brokerage accounts maintained in the ordinary course of business and, at the time of incurrence thereof, not for speculative
purposes;


 


(w)       Liens
on cash and Cash Equivalents used to defease or to satisfy or discharge Indebtedness; provided such defeasance or satisfaction
or discharge is permitted under this Agreement;


 


(x)        Liens
securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement
or similar agreements entered into in the ordinary course of business or consistent with past practice;


 


(y)       Liens
securing commercial letters of credit permitted pursuant to Section 10.1(z);


 


(z)        Liens
on Capital Stock of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;


 






    -147-


     


    







 


(aa)      Liens
securing Hedging Agreements submitted for clearing in accordance with Applicable Law;


 


(bb)     Liens
securing Indebtedness permitted under Section 10.1(k), (s) or (x); provided that, subject to Section 1.11, after giving
pro forma effect to the Incurrence of any such Liens and the Incurrence of such Indebtedness and to any Acquisition, Investment,
Specified Transaction or Specified Restructuring to be consummated in connection therewith, the Borrower and Restricted Subsidiaries
shall be in compliance on a pro forma basis with a Consolidated Secured Debt to Consolidated EBITDA Ratio of less than or equal
to 5.00:1.00, as such ratio is calculated as of the last day of the Test Period most recently ended on or prior to the date of
such Incurrence, as if such Incurrence, Acquisition, Investment, and any Specified Transaction or Specified Restructuring to be
consummated in connection therewith occurred on the first day of such Test Period; provided, further, that, if such
Liens are on Collateral, then the Borrower may elect to have the holders of the Indebtedness or other obligations secured thereby
(or a representative or trustee on their behalf) enter into a Customary Intercreditor Agreement providing that the Liens on the
Collateral securing such Indebtedness or other obligations shall rank junior to the Liens on the Collateral securing the Obligations.
Without any further consent of the Lenders, the Administrative Agent and the Collateral Agent shall be authorized to negotiate,
execute and deliver on behalf of the Secured Parties any Customary Intercreditor Agreement or any amendment (or amendment and
restatement) to the Security Documents or a Customary Intercreditor Agreement to the extent necessary to effect the provisions
contemplated by this Section 10.2(bb);


 


(cc)      with
respect to any Foreign Subsidiary, Liens arising mandatorily by legal requirements (and not as a result of under-capitalization
of such Foreign Subsidiary);


 


(dd)     Liens
on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters or arrangers
thereof) or on cash set aside at the time of the Incurrence of any Indebtedness or government securities purchased with such cash,
in either case to the extent such cash or government securities prefund the payment of interest on such Indebtedness and are held
in an escrow account or similar arrangement to be applied for such purpose;


 


(ee)     Liens
on vehicles or equipment of the Borrower or any of the Restricted Subsidiaries granted in the ordinary course of business;


 


(ff)       Liens
on accounts receivable and related assets, incurred in connection with a Receivables Facility;


 


(gg)     Liens
securing obligations in respect of any overdraft and related liabilities arising from treasury, depository and cash management
services or any automated clearing house transfers of funds or in respect of any credit card or similar services incurred in the
ordinary course of business or consistent with past practice;


 


(hh)     Liens
representing (i) any interest or title of a licensor, lessor or sublicensor or sublessor under any lease or license permitted
by this Agreement, (ii) any Lien or restriction that the interest or title of such lessor, licensor, sublessor or sublicensor
may be subject to, or (iii) the interest of a licensee, lessee, sublicensee or sublessee arising by virtue of being granted a
license or lease permitted by this Agreement;


 


(ii)       Liens
granted pursuant to a security agreement between the Borrower or any Restricted Subsidiary and a licensee of Intellectual Property
to secure the damages, if any, of such licensee resulting from the rejection of the license of such licensee in a bankruptcy,
reorganization or similar proceeding with respect to the Borrower or such Restricted Subsidiary;


 


(jj)       utility
and similar deposits in the ordinary course of business;


 






    -148-


     


    







 


(kk)     Liens
securing any Hedging Obligations under any Hedging Agreement so long as the Fair Market Value of the Collateral securing such
Hedging Obligations does not exceed $75,000,000 at any time;


 


(ll)        Liens
arising in connection with rights of dissenting equityholders pursuant to Applicable Law in respect of the Transactions; and


 


(mm)   Liens
arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar
rights.


 


For purposes of determining
compliance with this Section 10.2, (A) Lien need not be incurred solely by reference to one category of Liens permitted by this
Section 10.2 but are permitted to be incurred in part under any combination thereof and of any other available exemption, (B)
in the event that Lien (or any portion thereof) meets the criteria of one or more of the categories of Liens permitted by this
Section 10.2, the Borrower shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner
that complies with this definition and (C) in the event that a portion of Indebtedness or other obligations secured by a Lien
could be classified as secured in part pursuant to Section 10.2(bb) above (giving pro forma effect to the Incurrence of such portion
of such Indebtedness or other obligations), the Borrower, in its sole discretion, may classify such portion of such Indebtedness
(and any obligations in respect thereof) as having been secured pursuant to Section 10.2(bb) above and thereafter the remainder
of the Indebtedness or other obligations as having been secured pursuant to one or more of the other clauses of this Section 10.2.


 


10.3         Limitation
on Fundamental Changes. Except as expressly permitted by Section 10.4, 10.5 or 10.6, the Borrower will not and will not permit
any of the Restricted Subsidiaries to, consummate any merger, consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its business units, assets or other
properties, except that:


 


(a)       any
Subsidiary of the Borrower or any other Person (other than Holdings) may be merged, amalgamated or consolidated with or into the
Borrower or the Borrower may Dispose of all or substantially all of its business units, assets and other properties; provided
that (i) the Borrower shall be the continuing or surviving Person or, in the case of a merger, amalgamation or consolidation
where the Borrower is not the continuing or surviving Person, the Person formed by or surviving any such merger, amalgamation
or consolidation (if other than the Borrower) or in connection with a Disposition of all or substantially all of the Borrower’s
assets, the transferee of such assets or properties, shall, in each case, be an entity organized or existing under the laws of
the United States, any state thereof, the District of Columbia or any territory thereof (the Borrower or such Person, as the case
may be, being herein referred to as the “Successor Borrower”), (ii) the Successor Borrower (if other than the
Borrower) shall expressly assume all the obligations of the Borrower under this Agreement and the other Credit Documents pursuant
to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, and (iii) if such merger, amalgamation,
consolidation or Disposition involves the Borrower and a Person that, prior to the consummation of such merger, amalgamation,
consolidation, or Disposition, is not a Restricted Subsidiary of the Borrower (A) subject to Section 1.11, no Event of Default
under Section 11.1 or Section 11.5 has occurred and is continuing on the date of such merger, amalgamation, consolidation or Disposition
or would result from the consummation of such merger, amalgamation, consolidation or Disposition, (B) each Guarantor, unless it
is the other party to such merger, amalgamation, consolidation or Disposition or unless the Successor Borrower is the Borrower,
shall have confirmed by a supplement to the Guarantee and by a supplement to this Agreement that its Guarantee and Co-Obligor
obligations shall apply to the Successor Borrower’s obligations under this Agreement, (C) each Subsidiary grantor and each
Subsidiary pledgor, unless it is the other party to such merger, amalgamation, consolidation or Disposition or unless the Successor
Borrower is the Borrower, shall have by a supplement to the Credit Documents confirmed that its obligations thereunder shall apply
to the Successor Borrower’s obligations under this Agreement, (D) each mortgagor of a Mortgaged Property, unless it is the
other party to such merger, amalgamation, consolidation or Disposition or unless the Successor Borrower is the Borrower, shall
have by an amendment to or restatement of the Mortgage confirmed that its obligations thereunder shall apply to the Successor
Borrower’s obligations under this Agreement, (E) the Borrower shall have delivered to the Administrative Agent an officer’s
certificate stating that such merger, amalgamation, consolidation or Disposition and any supplements to the Credit Documents preserve
the enforceability of the Guarantee and the perfection of the Liens on the Collateral under the Security Documents, (F) if reasonably
requested by the Administrative Agent, the Borrower shall be required to deliver to the Administrative Agent an opinion of counsel
to the effect that such merger, amalgamation, consolidation or Disposition does not breach or result in a default under this Agreement
or any other Credit Document and (G) such merger, amalgamation, consolidation or Disposition shall comply with all the conditions
set forth in the definition of the term “Permitted Acquisition” or is otherwise permitted under Section 10.5
or Section 10.6; provided, further, that, if the foregoing are satisfied, the Successor Borrower (if other than
the Borrower) will succeed to, and be substituted for, the Borrower under this Agreement (provided, further, that,
in the event of a Disposition of all or substantially all of the Borrower’s assets or property to a Successor Borrower (which
is not the Borrower) as set forth above and notwithstanding anything to the contrary in Section 13.6(a), if the original Borrower
retains any assets or property other than immaterial assets or property after such Disposition, such original Borrower shall remain
obligated as a co-Borrower along with the Successor Borrower hereunder);


 






    -149-


     


    

 


(b)       any
Subsidiary of the Borrower or any other Person (other than Holdings) may be merged, amalgamated or consolidated with or into any
one or more Restricted Subsidiaries of the Borrower or any Restricted Subsidiary may Dispose of all or substantially all of its
business units, assets and other properties; provided that, (i) in the case of any merger, amalgamation, consolidation
or Disposition involving one or more Restricted Subsidiaries, (A) a Restricted Subsidiary shall be the continuing or surviving
Person or the transferee of such assets or (B) the Borrower shall take all steps necessary to cause the Person formed by or surviving
any such merger, amalgamation, consolidation or the transferee of such assets and properties (if other than a Restricted Subsidiary)
to become a Restricted Subsidiary, (ii) in the case of any merger, amalgamation, consolidation or Disposition involving one or
more Subsidiary Guarantors, if the surviving Person formed by or surviving such merger, amalgamation or consolidation or the transferee
of such assets and properties is a Credit Party, then any Indebtedness of any Subsidiary Guarantor assumed by such surviving Person
or the transferee of such assets and properties shall be deemed an Incurrence of Indebtedness upon completion of such transaction
and such transaction shall be permitted only if such Incurrence is permitted under Section 10.1 of this Agreement (without giving
effect to Section 10.1(k)) and (iii) if such merger, amalgamation, consolidation or Disposition involves a Restricted Subsidiary
and a Person that, prior to the consummation of such merger, amalgamation, consolidation or Disposition, is not a Restricted Subsidiary
of the Borrower, (A) subject to Section 1.11, no Event of Default under Section 11.1 or Section 11.5 has occurred and is continuing
on the date of such merger, amalgamation, consolidation or Disposition or would result from the consummation of such merger, amalgamation,
consolidation or Disposition, (B) the Borrower shall have delivered to the Administrative Agent a certificate of an Authorized
Officer stating that such merger, amalgamation, consolidation or Disposition and such supplements to any Credit Document preserve
the enforceability of the Guarantees and the perfection and priority of the Liens under the Security Documents and (C) such merger,
amalgamation, consolidation or Disposition shall comply with all the conditions set forth in the definition of the term “Permitted
Acquisition” or is otherwise permitted under Section 10.4, Section 10.5 or Section 10.6;


 


(c)       any
Restricted Subsidiary may (i) merge, amalgamate or consolidate with or into any other Restricted Subsidiary and (ii) Dispose of
any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower or any other Restricted Subsidiary of the Borrower;


 


(d)       the
Transactions (including the Merger and the Internal Restructuring) may be consummated; provided that, after giving effect
to the Internal Restructuring, MPH Acquisition Holdings LLC expressly assumes all of the obligations of MPH Acquisition Corp 1
(as Successor Borrower after the Merger and Internal Restructuring);


 


(e)       any
Restricted Subsidiary may liquidate or dissolve or change its legal form if (x) the Borrower determines in good faith that such
liquidation or dissolution or change of legal form is in the best interests of the Borrower and is not materially disadvantageous
to the Lenders and (y) any assets or business not otherwise Disposed of or transferred in accordance with Section 10.4, Section
10.5 or Section 10.6, or, in the case of any such business, discontinued, shall be transferred to, or otherwise owned or conducted
by, the Borrower or another Restricted Subsidiary after giving effect to such liquidation or dissolution or change of legal form;
and


 






    -150-


     


    

 


(f)        the
Borrower and the Restricted Subsidiaries may consummate a merger, dissolution, liquidation, consolidation, amalgamation or Disposition,
the purpose of which is to (i) effect a Disposition permitted pursuant to Section 10.4 (other than 10.4(h)), (ii) reorganize or
reincorporate any such Person in the United States, any state thereof, the District of Columbia or any territory thereof or (iii)
convert into a Person organized or existing under the laws of the jurisdiction of organization of such Person or another jurisdiction
of the United States, any state thereof, the District of Columbia or any territory thereof; provided that, with respect
to any of the actions described in clauses (ii) and (iii) above, the Borrower or applicable Restricted Subsidiary shall have complied
with Section 4.2 of the Security Agreement.


 


10.4         Limitation
on Sale of Assets. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly,
(i) convey, sell, lease, assign, transfer, license or otherwise dispose of any of its property, business or assets (including
receivables and including pursuant to a Sale Leaseback), whether now owned or hereafter acquired (each, a “Disposition”)
(other than any such Disposition resulting from a Recovery Event), or (ii) sell to any Person (other than to the Borrower or a
Restricted Subsidiary) any shares owned by it of any of their respective Restricted Subsidiaries’ Capital Stock, except
that:


 


(a)       the
Borrower and the Restricted Subsidiaries may sell, lease, assign, transfer, license, abandon, allow the expiration or lapse of,
or otherwise Dispose of, the following: (i) obsolete, worn-out, damaged, uneconomic, no longer commercially desirable, used or
surplus assets, rights and properties and other assets, rights and properties that are held for sale or no longer used, useful
or necessary for the operation of the Borrower’s and its Subsidiaries’ business, (ii) inventory, equipment, service
agreements, product sales, securities and goods held for sale or other immaterial assets in the ordinary course of business, (iii)
cash, Cash Equivalents and Investment Grade Securities in the ordinary course of business, (iv) books of business, client lists
or related goodwill in connection with the departure of related employees or producers in the ordinary course of business and
(v) any such other assets or Capital Stock to the extent that the aggregate Fair Market Value of such assets sold in any single
transaction or series of related transactions does not exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated EBITDA
of the Borrower for the Test Period most recently ended on or prior to the date such assets are Disposed (measured as of the date
such assets are Disposed) based upon the Section 9.1 Financials most recently delivered on or prior to such date;


 


(b)       the
Borrower and the Restricted Subsidiaries may (i) enter into non-exclusive licenses, sublicenses or cross-licenses of Intellectual
Property including in connection with a research and development agreement in which the other party receives a license to Intellectual
Property that results from such agreement, (ii) exclusively license, sublicense or cross-license Intellectual Property if done
in the ordinary course of business of the Borrower and its Restricted Subsidiaries and (iii) assign, lease, sublease, license
or sublicense any real or personal property or terminate or allow to lapse any such assignment, lease, sublease, license or sublicense,
other than any Intellectual Property, in the ordinary course of business or consistent with past practice;


 






    -151-


     


    

 


(c)       the
Borrower and the Restricted Subsidiaries may sell, transfer or otherwise Dispose of other assets for Fair Market Value; provided
that (i) with respect to any Disposition pursuant to this Section 10.4(c) for a purchase price in excess of the greater of
(x) $35,000,000 and (y) 5.2% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to the
date such assets are Disposed (measured as of the date such assets are Disposed) based upon the Section 9.1 Financials most recently
delivered on or prior to such date, the Borrower or a Restricted Subsidiary shall receive not less than 75% of such consideration
in the form of cash or Cash Equivalents; provided that, for purposes of determining what constitutes cash under this clause
(i), (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet provided
hereunder or in the footnotes thereto or if accrued or incurred subsequent to the date of such balance sheets, such liabilities
would have been shown on the Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto
as if such accrual or incurrence had taken place on or prior to the date of such balance sheet, as determined in good faith by
the Borrower) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the
payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which
the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing shall
be deemed to be cash or Cash Equivalents, (B) any securities, notes or other obligations received by the Borrower or such Restricted
Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents
(to the extent of the cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition shall
be deemed to be cash or Cash Equivalents and (C) any Designated Non-Cash Consideration received by the Borrower or such Restricted
Subsidiary in respect of the applicable Disposition having an aggregate Fair Market Value, taken together with all other Designated
Non-Cash Consideration received pursuant to this clause (C) that is outstanding at the time such Designated Non-Cash Consideration
is received, not in excess of the greater of (x) $175,000,000 and (y) 35.0% of Consolidated EBITDA of the Borrower for the Test
Period most recently ended on or prior to the date such assets are Disposed (measured as of the date such assets are Disposed)
based upon the Section 9.1 Financials most recently delivered on or prior to such date, with the Fair Market Value of each item
of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value,
shall be deemed to be cash or Cash Equivalents, (ii) any non-cash proceeds received in the form of Indebtedness or Capital Stock
are pledged to the Collateral Agent to the extent required under Section 9.11, and (iii) to the extent applicable, the Net Cash
Proceeds thereof are promptly offered to prepay the Term Loans to the extent required by Section 5.2(a)(i);


 


(d)       the
Borrower and the Restricted Subsidiaries may (i) Dispose of, discount, forgive or write off accounts receivable, notes receivable
or other current assets in the ordinary course of business or convert accounts receivable to notes receivable or make other Dispositions
of accounts receivable in connection with the compromise or collection thereof and (ii) sell or transfer accounts receivable so
long as the Net Cash Proceeds of any sale or transfer pursuant to this clause (ii) are offered to prepay the Term Loans pursuant
to Section 5.2(a)(i);


 


(e)       the
Borrower and the Restricted Subsidiaries may Dispose of properties, rights or assets (including the Disposition or issuance of
Capital Stock) to the Borrower or to a Restricted Subsidiary; provided that, if the transferor of such property, right
or asset is the Borrower or a Subsidiary Guarantor and the transferee thereof is a Restricted Subsidiary that is not a Subsidiary
Guarantor, then the Indebtedness of such transferor assumed by such transferee shall be deemed an Incurrence of Indebtedness upon
completion of such transaction and such transaction shall be permitted only if such Incurrence is permitted under Section 10.1
(without giving effect to Section 10.1(j));


 


(f)        the
Borrower and the Restricted Subsidiaries may Dispose of property (including like-kind exchanges) to the extent that (i) such property
is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are
promptly applied to the purchase price of such replacement property;


 


(g)       the
Borrower and the Restricted Subsidiaries may sell, transfer and otherwise Dispose of Investments in Joint Ventures to the extent
required by, or made pursuant to customary buy/sell arrangements between, the Joint Venture parties set forth in Joint Venture
arrangements and similar binding arrangements;


 


(h)       the
Borrower and the Restricted Subsidiaries may effect any transaction permitted by Section 10.3, 10.5 or 10.6 and may create, incur,
assume or suffer to exist Liens permitted by Section 10.2;


 


(i)         the
Borrower and the Restricted Subsidiary may transfer property subject to Recovery Events, including foreclosures, condemnation,
expropriation, forced disposition, eminent domain or any similar action with respect to assets;


 






    -152-


     


    

 


(j)         the
Borrower and the Restricted Subsidiaries may make Dispositions listed on Schedule 10.4 and Dispositions of (i) non-core or obsolete
assets acquired in connection with Acquisitions or other Investments that are not used or useful in, or are surplus to, the business
of the Borrower and the Restricted Subsidiaries and (ii) other assets acquired in connection with Acquisitions or other Investments
permitted under this Agreement for Fair Market Value; provided that any such Dispositions referred to in this clause (ii)
shall be made or contractually committed to be made within 365 days of the date such assets were acquired by the Borrower or such
Restricted Subsidiary;


 


(k)       the
Borrower and the Restricted Subsidiaries may unwind or terminate any Hedging Agreement or Cash Management Agreement and allow
for the expiration of any options agreement with respect to any Real Property or personal property;


 


(l)         the
Borrower and the Restricted Subsidiaries may make Dispositions of residential Real Property and related assets in connection with
relocation activities for officers, managers, consultants, directors, employees or independent contractors (or their Immediate
Family Members) of Holdings (or any Parent Entity thereof or any Equityholding Vehicle), the Borrower and the Restricted Subsidiaries;


 


(m)       the
Borrower and the Restricted Subsidiaries may issue directors’ qualifying shares and shares issued to foreign nationals,
in each case as required by Applicable Laws;


 


(n)       the
Borrower and the Restricted Subsidiaries may enter into any netting arrangement of accounts receivable between or among the Borrower
and its Restricted Subsidiaries or among Restricted Subsidiaries of the Borrower made in the ordinary course of business;


 


(o)       the
Borrower and the Restricted Subsidiaries may allow the lapse of, abandon, cancel or cease to maintain or cease to enforce Intellectual
Property rights that are no longer (i) used, useful or necessary for, (ii) economically practicable or commercially reasonable
to maintain or (iii) in the best interest of or material for the operation of the Borrower’s and the Restricted Subsidiaries’
businesses (including by allowing any registrations or any applications for registration thereof to lapse), in each case in the
ordinary course of business or in the reasonable business judgment of the Borrower;


 


(p)       the
Borrower and the Restricted Subsidiaries may surrender, terminate or waive any contract rights or surrender, waive, settle, modify,
compromise or release any contract rights, litigation claims or any other claims of any kind (including in tort) in the ordinary
course of business;


 


(q)       the
Borrower and the Restricted Subsidiaries may make Dispositions or issuances of the Capital Stock in, Indebtedness of, or other
securities issued by, an Unrestricted Subsidiary;


 


(r)        the
Borrower and the Restricted Subsidiaries may effect a Sale Leaseback (i) with respect to property that is acquired after the Closing
Date so long as such Sale Leaseback is consummated within 270 days of the acquisition of such property or (ii) if at the time
the lease in connection therewith is entered into, and after giving effect to the entering into of such lease, such lease is otherwise
permitted under this Agreement;


 


(s)       the
Borrower may issue Qualified Capital Stock and, to the extent permitted by Section 10.1, Disqualified Capital Stock;


 


(t)        the
Borrower and the Restricted Subsidiaries may make Dispositions (including those of the type otherwise described herein) after
the Closing Date in an aggregate amount not to exceed the greater of (x) $30,000,000 and (y) 4.5% of Consolidated EBITDA of the
Borrower for the Test Period most recently ended on or prior the date such assets are Disposed (measured as of such date) based
upon the Section 9.1 Financials most recently delivered on or prior to such date;


 


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


 


(v)       sales
or transfers of accounts receivable, or participations therein and related assets, in connection with any Receivables Facility;


 






    -153-


     


    





 


(w)      sales
or dispositions of Capital Stock of any Foreign Subsidiary in order to qualify members of the governing body of such Subsidiary
if required by Applicable Law;


 


(x)       samples,
including time-limited evaluation software, provided to customers or prospective customers;


 


(y)      de
minimis amounts of equipment provided to employees;


 


(z)       the
Borrower and any Restricted Subsidiary may (i) terminate or otherwise collapse its cost sharing agreements with the Borrower or
any Subsidiary and settle any crossing payments in connection therewith, (ii) convert any intercompany Indebtedness to Capital
Stock, (iii) transfer any intercompany Indebtedness to the Borrower or any Restricted Subsidiary (subject to applicable subordination
terms if Indebtedness of a Credit Party is transferred to a non-Credit Party), (iv) settle, discount, write off, forgive or cancel
any intercompany Indebtedness or other obligation owing by Holdings, the Borrower or any Restricted Subsidiary, (v) settle, discount,
write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers or employees of
any Parent Entity, Holdings, the Borrower or any Subsidiary or any of their successors or assigns or (vi) surrender or waive contractual
rights and settle or waive contractual or litigation claims; and


 


(aa)     the
Borrower and the Restricted Subsidiaries may make Dispositions of any asset between or among the Borrower and/or its Restricted
Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to
clauses (a) through (z) above.


 


10.5       Limitation
on Investments. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, make any Investment, except
(each of the following exceptions, the “Permitted Investments”):


 


(a)       extensions
of trade credit, asset purchases (including purchases of inventory, Intellectual Property, supplies, material or equipment or
other similar assets), the lease or sublease of any asset and the licensing or sublicensing or contribution of Intellectual Property
pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;


 


(b)       Investments
in assets constituting, or at the time of making such Investments were, cash or Cash Equivalents;


 


(c)       loans
and advances to officers, managers, directors, employees, consultants and independent contractors of Holdings (or any Parent Entity
thereof), the Borrower or any of its Restricted Subsidiaries (i) to finance the purchase of Capital Stock of Holdings (or any
Parent Entity thereof or any Equityholding Vehicle); provided that the amount of such loans and advances used to acquire
such Capital Stock shall be contributed to the Borrower in cash as common equity, (ii) for reasonable and customary business related
travel expenses, entertainment expenses, moving expenses and similar expenses or payroll expenses, in each case incurred in the
ordinary course of business or consistent with past practice, and (iii) for additional purposes not contemplated by subclause
(i) or (ii) above; provided that, after giving pro forma effect to the making of any such loan or advance, the aggregate
principal amount of all loans and advances outstanding under this Section 10.5(c)(iii) shall not exceed the greater of (x) $20,000,000
and (y) 3.0% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to the date such Investment
is made (measured as of such date) based upon the Section 9.1 Financials most recently delivered on or prior to such date;


 


(d)       Investments
(i) existing or contemplated on the Closing Date or (ii) made pursuant to binding agreements in effect on the Closing Date to
the extent listed on Schedule 10.5 and (iii) in the case of each of clauses (i) and (ii), any modification, replacement, renewal,
extension or reinvestment thereof, so long as the aggregate amount of all Investments pursuant to this Section 10.5(d) is not
increased at any time above the amount of such Investments or binding agreements existing or contemplated on the Closing Date,
except pursuant to the terms of such Investment or binding agreements existing or contemplated as of the Closing Date (including
as a result of the accrual or accretion of original issue discount or the issuance of payment-in-kind obligations) or as otherwise
permitted by this Section 10.5 or Section 10.6;


 






    -154-


     


    

 


(e)       Investments
in Hedging Agreements permitted by Section 10.1(i) and Cash Management Agreements permitted by Section 10.1;


 


(f)       Investments
received (i) in connection with, or as a result of, any bankruptcy, workout, reorganization or recapitalization of suppliers,
trade creditors or customers or in settlement or compromise of delinquent obligations and disputes with, or judgments against,
or other disputes with, customers, trade creditors or suppliers, including pursuant to any plan of reorganization or similar arrangement
upon bankruptcy or insolvency of any customer, trade creditor or supplier, (ii) in satisfaction of judgments against other Persons,
(iii) as a result of the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured
Investment or (iv) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Person
who are not Affiliates;


 


(g)       Investments
to the extent that the payment for such Investments is made solely with the Capital Stock (other than Disqualified Capital Stock)
of Holdings (or any Parent Entity thereof or any Equityholding Vehicle) or the Borrower;


 


(h)       Investments
constituting non-cash proceeds of sales, transfers and other Dispositions of assets to the extent permitted by Sections 10.3 and
10.4;


 


(i)       (i)
Investments by or among the Borrower or any Restricted Subsidiary in the Borrower or any other Restricted Subsidiary (including
guarantees of obligations of any Restricted Subsidiary and any prepayments, repurchases, redemptions, defeasances, acquisitions
and other similar payments of any Indebtedness of any such Person not prohibited by Section 10.7) and (ii) Investments by the
Borrower or any Restricted Subsidiary in any Unrestricted Subsidiary or Joint Venture as valued at the Fair Market Value of such
Investment at the time each such Investment is made; provided that the aggregate amount of such Investment (as so valued)
shall not exceed the greater of (x) $200,000,000 and (y) 30.0% of Consolidated EBITDA of the Borrower for the Test Period most
recently ended on or prior to the date such Investment is made (measured as of such date) based upon the Section 9.1 Financials
most recently delivered on or prior to such date;


 


(j)       Investments
consisting of advances, loans, rebates and extensions of credit in the nature of accounts receivable, notes receivable security
deposits and prepayments (including prepayments of expenses) arising and trade credit granted in the ordinary course of business
or consistent with past practice, and Investments received in satisfaction or partial satisfaction thereof from financially troubled
account debtors and other deposits, prepayments and other credits to suppliers in the ordinary course of business or consistent
with past practice;


 


(k)       the
Borrower may make a loan to Holdings (or any Parent Entity thereof or any Equityholding Vehicle) that could otherwise be made
as a Restricted Payment (other than a Restricted Investment) to Holdings (or any Parent Entity thereof or any Equityholding Vehicle)
under Section 10.6, so long as the amount of such loan is deducted from the amount available to be made as a Restricted Payment
under the applicable clause of Section 10.6;


 


(l)        Investments
in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary
trade arrangements with customers;


 


(m)      advances
of payroll payments to employees, consultants or independent contractors or other advances of salaries or compensation to officers,
managers, employees, consultants or independent contractors, in each case in the ordinary course of business;


 






    -155-


     


    

 





(n)       Guarantees
by the Borrower or any Restricted Subsidiary of leases or subleases (other than Financing Lease Obligations), Contractual Obligations
or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;


 


(o)       Investments
made to acquire, purchase, repurchase, redeem, acquire or retire Capital Stock of Holdings (or any Parent Entity thereof or any
Equityholding Vehicle) or the Borrower owned by any employee stock ownership plan or key employee stock ownership plan of Holdings
(or any Parent Entity thereof or any Equityholding Vehicle) or the Borrower;


 


(p)       Investments
constituting Permitted Acquisitions;


 


(q)       any
additional Investments (including Investments in Minority Investments, Investments in Unrestricted Subsidiaries and Investments
in Joint Ventures or similar entities that do not constitute Restricted Subsidiaries), as valued at the Fair Market Value of such
Investment at the time each such Investment is made; provided that the aggregate amount of such Investment (as so valued)
shall not cause the aggregate amount of all such Investments made pursuant to this Section 10.5(q) measured at the time such Investment
is made, to exceed, after giving pro forma effect to such Investment, the sum of (i) the greater of (x) $250,000,000 and (y) 40.0%
of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior the date such Investment is made (measured
as of such date) based upon the Section 9.1 Financials most recently delivered on or prior to such date, (ii) the Available Equity
Amount at such time and (iii) the Available Amount at such time; provided, however, that if any Investment pursuant
to this Section 10.5(q) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment
and such Person becomes a Restricted Subsidiary or such Person, in one transaction or a series of related transactions, is merged,
consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the
Borrower or a Restricted Subsidiary, in each case, after such date, such Investment shall thereafter be deemed to have been made
pursuant to Section 10.5(i)(i) above and shall cease to have been made pursuant to this Section 10.5(q) for so long as such Person
continues to be a Restricted Subsidiary.


 


(r)       Investments
arising as a result of Sale Leasebacks;


 


(s)       Investments
held by any Person acquired by the Borrower or a Restricted Subsidiary after the Closing Date or of any Person merged, consolidated
or amalgamated with or into the Borrower or merged, consolidated or amalgamated with or into a Restricted Subsidiary in accordance
with Section 10.3 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection
with such acquisition, merger, consolidation or amalgamation and were in existence on the date of such acquisition, merger, consolidation
or amalgamation;


 


(t)       Investments
consisting of Indebtedness, fundamental changes, Dispositions, Restricted Payments (other than Restricted Investments) and debt
payments permitted under Sections 10.1, 10.3 (but only any lettered paragraphs thereof), 10.4 (other than 10.4(e) or 10.4(i) (as
such Section 10.4(i) relates to Section 10.5)), 10.6 (other than 10.6(c)(i)) and 10.7;


 


(u)       the
forgiveness, capitalization or conversion to Qualified Capital Stock of any Indebtedness owed by the Borrower or any Restricted
Subsidiary and permitted by Section 10.1;


 


(v)       Restricted
Subsidiaries of the Borrower may be established or created if the Borrower and such Restricted Subsidiary comply with the requirements
of Sections 9.10, 9.11 and 9.14, if applicable; provided that, in each case, to the extent such new Restricted Subsidiary
is created solely for the purpose of consummating a transaction pursuant to an acquisition permitted by this Section 10.5, and
such new Restricted Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it
contemporaneously with the closing of such transactions, such new Restricted Subsidiary shall not be required to take the actions
set forth in Sections 9.10, 9.11 and 9.14 until the respective acquisition is consummated (at which time the surviving entity
of the respective transaction shall be required to so comply in accordance with the provisions thereof);


 






    -156-


     


    

 





(w)     Investments
consisting of earnest money deposits required in connection with purchase agreements or other Acquisitions;


 


(x)      Investments
consisting of loans and advances to Holdings (or any Parent Entity or any Equityholding Vehicle) and its Subsidiaries in connection
with the reimbursement of expenses incurred on behalf of the Borrower and its Restricted Subsidiaries in the ordinary course of
business;


 


(y)      Investment
Grade Securities maturing no more than 24 months from the date of acquisition;


 


(z)      contributions
in connection with compensation arrangements to a “rabbi” trust for the benefit of employees, directors, partners,
members, consultants, independent contractors or other service providers or other grantor trust subject to claims of creditors
in the case of a bankruptcy of the Borrower or any of its Restricted Subsidiaries;


 


(aa)     non-cash
or non-Cash Equivalent Investments in connection with tax planning and reorganization activities; provided that, after
giving pro forma effect to any such activities, the Liens on the Collateral securing the Obligations would not be materially impaired;


 


(bb)     loans
and advances to customers in the ordinary course of business in respect of the confidential payment of insurance premiums;


 


(cc)     any
Investment made in connection with the Transactions, including the Merger, the Internal Restructuring and any transactions in
connection with the Existing Debt Refinancing;


 


(dd)    Investments
consisting of purchases and acquisitions of assets or services in the ordinary course of business;


 


(ee)     Investments
in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements with
customers, vendors, suppliers, licensors, sublicensors, licensees and sublicensees;


 


(ff)      Capital
Expenditures permitted or not restricted under this Agreement;


 


(gg)     deposits
in the ordinary course of business to secure the performance of Non-Financing Lease Obligations or utility contracts, or in connection
with obligations in respect of tenders, statutory obligations, surety, stay and appeal bonds, bids, licenses, leases, government
contracts, trade contracts, performance and return-of-money bonds, completion guarantees and other similar obligations (exclusive
of obligations for the payment of borrowed money) incurred in the ordinary course of business;


 


(hh)    Investments
made in the ordinary course of business in connection with (i) obtaining, maintaining or renewing client and customer contracts
and (ii) loans or advances made to, and guarantees with respect to obligations of, independent operators, distributors, suppliers,
licensors, sublicensors, licensees and sublicensees.


 


(ii)      additional
Investments so long as, subject to Section 1.11, (x) no Event of Default shall have occurred and be continuing or would result
therefrom and (y) after giving pro forma effect to such Investment, the Borrower and the Restricted Subsidiaries would be in compliance,
on a pro forma basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio, as such ratio is calculated as of the last
day of the Test Period most recently ended on or prior to the date of the making of such Investment, as if such Investment and
any other transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater
than 5.25:1.00;


 






    -157-


     


    

 


(jj)       Investments
in a Similar Business having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this Section
10.5(kk) that are at that time outstanding, not to exceed the greater of $225,000,000 and 35.0% of Consolidated EBITDA of the
Borrower for the Test Period most recently ended on or prior to the date of such Investment (measured as of such date) based upon
the Section 9.1 Financials most recently delivered on or prior to such date; provided, however, that if any Investment
pursuant to this Section 10.5(jj) is made in any Person that is not a Restricted Subsidiary at the date of the making of such
Investment and such Person becomes a Restricted Subsidiary or such Person, in one transaction or a series of related transactions,
is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated
into, the Borrower or a Restricted Subsidiary, in each case, after such date, such investment shall thereafter be deemed to have
been made pursuant to Section 10.5(i) above and shall cease to have been made pursuant to this Section 10.5(jj) for so long as
such Person continues to be a Restricted Subsidiary;


 


(kk)     to
the extent not required to be applied to prepay the Term Loans in accordance with Section 5.2(a)(i), Investments made in accordance
with clause (v) of the definition of “Net Cash Proceeds” with the proceeds received in connection with a Recovery
Prepayment Event;


 


(ll)       Investments
resulting from pledges and deposits permitted by Sections 10.2(a)(i), 10.2(b) (with respect to clause (d) of the definition of
 “Permitted Encumbrances”) and 10.1(n);


 


(mm)   any
Investment in any Subsidiary or any Joint Venture in connection with intercompany cash management arrangements or related activities
arising in the ordinary course of business or consistent with past practice;


 


(nn)    Investments
in deposit accounts and securities accounts in the ordinary course of business;


 


(oo)    Investments
solely to the extent such Investments reflect an increase in the value of Investments otherwise permitted under this Section 10.5;


 


(pp)    the
acquisition of additional Capital Stock of Restricted Subsidiaries from minority equityholders (it being understood that to the
extent that any Restricted Subsidiary that is not a Credit Party is acquiring Capital Stock from minority equityholders, then
this clause (pp) shall not in and of itself create, or increase the capacity under, any basket for Investments by Credit Parties
in any Restricted Subsidiary that is not a Credit Party);


 


(qq)    Investments
in Capital Stock in any Subsidiary resulting from any sale, transfer or other Disposition by the Borrower or any Subsidiary permitted
by Section 10.4, including as a result of any contribution from any Parent Entity or distribution to any Subsidiary of such Capital
Stock;


 


(rr)      Term
Loans repurchased by the Borrower or a Restricted Subsidiary pursuant to and subject to immediate cancellation in accordance with
this Agreement;


 


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


 


(tt)      Investments
in any Receivables Subsidiary that, in the good faith determination of the Borrower are necessary or advisable to effect any Receivables
Facility or any repurchase obligation in connection therewith; and


 


(uu)    Acquisitions
by the Borrower of obligations of one or more directors, officers, employees, member or management or consultants of Holdings,
the Borrower or its Subsidiaries in connection with such Person’s acquisition of Capital Stock of any Parent Entity or Equityholding
Vehicle, so long as no cash is actually advanced by the Borrower or any of its Subsidiaries to such Person in connection with
the acquisition of any such obligations.


 






    -158-


     


    

 





10.6       Limitation
on Restricted Payments. The Borrower will not pay any dividends (other than dividends payable solely in the Qualified Capital
Stock of the Borrower) or return any capital to its equity holders or make any other distribution, payment or delivery of property
or cash to its equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration,
any shares of any class of its Capital Stock or the Capital Stock of any Parent Entity or any Equityholding Vehicle now or hereafter
outstanding (or any options or warrants or stock appreciation or similar rights issued with respect to any of its Capital Stock),
or set aside any funds for any of the foregoing purposes (but excluding, in each case, the payment of compensation in the ordinary
course of business to equity holders of any such Capital Stock who are employees of the Borrower or any Restricted Subsidiary),
or permit the Borrower or any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration (other than in
connection with an Investment permitted by Section 10.5) any shares of any class of the Capital Stock of any Parent Entity of
the Borrower or any Equityholding Vehicle or the Capital Stock of the Borrower, now or hereafter outstanding (or any options or
warrants or stock appreciation or similar rights issued with respect to any of the Capital Stock of any Parent Entity of the Borrower
or any Equityholding Vehicle or the Capital Stock of the Borrower) or make any Restricted Investment (all of the foregoing, “Restricted
Payments”); provided that:


 


(a)       (i)
the Borrower may (or may pay Restricted Payments to permit any Parent Entity thereof or any Equityholding Vehicle to) redeem,
repurchase, retire or otherwise acquire in whole or in part any Capital Stock (“Treasury Capital Stock”) of
the Borrower or any Restricted Subsidiary or any Capital Stock of any Parent Entity or Equityholding Vehicle, in exchange for
another class of Capital Stock or rights to acquire its Capital Stock or with proceeds from equity contributions or sales or issuances
(other than to the Borrower or a Restricted Subsidiary) of new shares of such Capital Stock to the extent contributed to the Borrower
(in each case other than Disqualified Capital Stock, “Refunding Capital Stock”) substantially concurrently
with such contribution or sale or issuance; provided that any terms and provisions material to the interests of the Lenders,
when taken as a whole, contained in such Refunding Capital Stock are at least as advantageous to the Lenders as those contained
in the Capital Stock redeemed thereby and (ii) the Borrower, and any Restricted Subsidiary may pay Restricted Payments payable
solely in the Capital Stock (other than Disqualified Capital Stock not otherwise permitted by Section 10.1) of such Person;


 


(b)       So
long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower may redeem, acquire, retire
or repurchase (and the Borrower may declare and pay Restricted Payments to any Parent Entity thereof or any Equityholding Vehicle,
the proceeds of which are used to so redeem, acquire, retire or repurchase) shares of its Capital Stock (or any options or warrants
or equity appreciation or similar rights issued with respect to any of such Capital Stock) (or to allow any of the Borrower’s
Parent Entities or any Equityholding Vehicle to so redeem, retire, acquire or repurchase their Capital Stock (or any options or
warrants or equity appreciation or similar rights issued with respect to any of its Capital Stock)) held by future, current or
former officers, managers, consultants, directors, employees and independent contractors (or their respective Controlled Investment
Affiliates or Immediate Family Members) of any Parent Entity of the Borrower, any Equityholding Vehicle, the Borrower and the
Subsidiaries of the Borrower, upon the death, disability, retirement or termination of employment of any such Person or otherwise
in accordance with any equity option or equity appreciation or similar rights plan, any management, director and/or employee equity
ownership or incentive plan, equity subscription plan or subscription agreement, employment termination agreement or any other
employment agreements or equity holders’ agreement (including, for the avoidance of doubt, any principal or interest payable
on any Indebtedness Incurred by the Borrower or any Parent Entity or Equityholding Vehicle in connection with any such redemption,
acquisition, retirement or repurchase); provided that, except with respect to non-discretionary repurchases, acquisitions,
retirements or redemptions pursuant to the terms of any equity option or equity appreciation rights plan, any management, director
and/or employee equity ownership or incentive plan, equity subscription plan or subscription agreement, employment termination
agreement or any other employment agreement or equity holders’ agreement, the aggregate amount of all cash paid in respect
of all such shares of Capital Stock (or any options or warrants or stock appreciation or similar rights issued with respect to
any of such Capital Stock) so redeemed, acquired, retired or repurchased, does not exceed the sum of (i) $50,000,000 in any calendar
year (which shall increase to $100,000,000 in any calendar year following the consummation of a Qualifying IPO); notwithstanding
the foregoing, 100% of the unused amount of payments in respect of this Section 10.6(b)(i) (before giving pro forma effect to
any carry forward) up to a maximum of $100,000,000, may be carried forward to succeeding calendar years and utilized to make payments
pursuant to this Section 10.6(b) plus (ii) all proceeds obtained by any Parent Entity or any Equityholding Vehicle (and
contributed to the Borrower) or the Borrower after the Closing Date from the sale of such Capital Stock to other future, current
or former officers, managers, consultants, employees, directors and independent contractors (or their respective Controlled Investment
Affiliates or Immediate Family Members) in connection with any plan or agreement referred to above in this clause (b) plus
(iii) all Net Cash Proceeds obtained from any key-man life insurance policies received by the Borrower (or any Parent Entity
or Equityholding Vehicle to the extent contributed to the Borrower) after the Closing Date less (iv) the amount of any
previous Restricted Payments made pursuant to clauses (ii) and (iii) of this Section 10.6(b); and provided, further,
that, the cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from any future, current or former employees,
officers, managers, directors, consultants or independent contractors (or their respective Controlled Investment Affiliates or
Immediate Family Members) of any Parent Entity of the Borrower, any Equityholding Vehicle, Holdings or any of the Restricted Subsidiaries
in connection with a redemption, acquisition, retirement or repurchase of its Capital Stock will not be deemed to constitute a
Restricted Payment for purposes of this Agreement;


 






    -159-


     


    

 


(c)       (i)
to the extent constituting Restricted Payments (other than Restricted Investments), the Borrower and any Restricted Subsidiary
may make Investments permitted by Section 10.5 and (ii) each Restricted Subsidiary may make Restricted Payments to the Borrower
and to Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower
and any Restricted Subsidiary and to each other owner of Capital Stock of such Restricted Subsidiary based on their relative ownership
interests);


 


(d)       to
the extent constituting Restricted Payments, the Borrower and any Restricted Subsidiary may enter into and consummate transactions
expressly permitted by any provision of Section 10.3 and 10.4 (other than 10.4(h)), and the Borrower may pay Restricted Payments
to any Parent Entity thereof or any Equityholding Vehicle as and when necessary to enable such Parent Entity or Equityholding
Vehicle to effect the transactions permitted by such section;


 


(e)       the
Borrower may redeem, acquire, retire or repurchase Capital Stock of any Parent Entity or any Equityholding Vehicle of the Borrower
or the Borrower, as applicable, upon exercise of stock options or warrants to the extent such Capital Stock represents all or
a portion of the exercise price of such options or warrants, and the Borrower may pay Restricted Payments to a Parent Entity or
Equityholding Vehicle thereof as and when necessary to enable such Parent Entity or Equityholding Vehicle to effect such repurchases;


 


(f)       in
addition to the foregoing Restricted Payments (i) the Borrower may make additional Restricted Payments, so long as (x) no Event
of Default shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted
Payment, the Borrower would be in compliance, on a pro forma basis, with a Consolidated Total Debt to Consolidated EBITDA Ratio,
calculated as of the last day of the Test Period most recently ended on or prior to the date of payment of such Restricted Payment,
as if such Restricted Payment and any other transactions being consummated in connection therewith occurred on the first day of
such Test Period, of no greater than 5.25:1.00, (ii) the Borrower may make additional Restricted Payments in an aggregate amount
not to exceed an amount equal to the Available Amount at the time such Restricted Payment is paid, so long as, (x) no Event of
Default shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to such Restricted
Payment, the Borrower would be in compliance, on a pro forma basis, with a Consolidated EBITDA to Consolidated Interest Expense
Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of payment of such Restricted
Payment, as if such Restricted Payment and any other transactions being consummated in connection therewith occurred on the first
day of such Test Period, of no less than 2.00:1.00, (iii) the Borrower may make additional Restricted Payments in an aggregate
amount not to exceed an amount equal to the Available Equity Amount at the time such Restricted Payment is paid and (iv) so long
as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted
Payments in an aggregate amount not to exceed the portion, if any, of the Restricted Payment Amount, on the relevant date of determination,
that the Borrower elects to apply pursuant to this clause (iv);


 






    -160-


     


    

 








(g)       the
Borrower may make and pay Restricted Payments:


 


(i)        the
proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Borrower to pay) any
tax liability in respect of income attributable to the Borrower and its Subsidiaries, but not in excess of the tax liability that
the Borrower would incur if it filed tax returns as the parent of a consolidated, combined, unitary or aggregate group for itself
and its Subsidiaries (and net of any payment already made and to be made by the Borrower to a taxing authority to satisfy such
tax liability); provided that a Restricted Payment attributable to any taxes attributable to an Unrestricted Subsidiary
shall be permitted only to the extent such Unrestricted Subsidiary distributed cash to the Borrower or its Restricted Subsidiaries;


 


(ii)       the
proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Borrower or any Equityholding
Vehicle to pay) its operating expenses incurred in the ordinary course (including related to maintenance of organizational existence),
general administrative costs and other overhead costs and expenses (including administrative, legal, accounting, professional
and similar fees and expenses provided by third parties, including the Borrower’s proportionate share of such amount relating
to such Parent Entity being a Public Company), plus any indemnification claims made by employees, managers, consultants,
independent contractors, directors or officers of any Parent Entity of the Borrower or any Equityholding Vehicle;


 


(iii)      the
proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Borrower or any Equityholding
Vehicle to pay) franchise, excise and similar taxes and other fees, taxes and expenses, in each case, required to maintain its
(or any of its Parent Entities’ or Equityholding Vehicles’) corporate or other legal existence;


 


(iv)      the
proceeds of which shall be used to make Investments contemplated by Section 10.5(c);


 


(v)       the
proceeds of which shall be used to pay (or to make Restricted Payments to allow any Parent Entity of the Borrower or any Equityholding
Vehicle to pay) fees and expenses (other than to Affiliates of the Borrower) related to any successful or unsuccessful equity
issuance or offering or Incurrence of Indebtedness, Refinancing, Disposition or acquisition or Investment transaction permitted
by this Agreement;


 


(vi)       to
the extent not constituting a Restricted Investment, the proceeds of which shall be used to finance Investments that would otherwise
be permitted to be made pursuant to Section 10.5 or as a Restricted Investment pursuant to Section 10.6 if made by the Borrower
or a Restricted Subsidiary; provided that (i) such Restricted Payment shall be made substantially concurrently with the
closing of such Investment, (ii) such Parent Entity shall, immediately following the closing thereof, cause (A) all property acquired
(whether assets or Capital Stock) to be contributed to the capital of the Borrower or one of the Restricted Subsidiaries or (B)
the merger, consolidation or amalgamation of the Person formed or acquired with or into the Borrower or one of the Restricted
Subsidiaries (to the extent not prohibited by Section 10.3) in order to consummate such Investment and (iii) such Parent Entity
and its Affiliates (other than the Borrower or a Restricted Subsidiary) receives no consideration or other payment in connection
with such transaction except to the extent the Borrower or a Restricted Subsidiary could have otherwise given such consideration
or made such payment in compliance with this Agreement; and


 


(vii)       the
proceeds of which shall be used to pay customary salary, bonus, severance and other benefits payable to directors, officers, managers,
employees, consultants or independent contractors of any Parent Entity of the Borrower or any Equityholding Vehicle to the extent
such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries
including the Borrower’s proportionate share of such amount relating to such Parent Entity being a Public Company;


 






    -161-


     


    

 





(h)       the
Borrower may (or may make Restricted Payments to allow any Parent Entity or any Equityholding Vehicle to) (i) pay cash in lieu
of fractional shares in connection with any Restricted Payment (including in connection with the exercise of warrants, options
or other securities convertible into or exchangeable for Capital Stock), share split, reverse share split or combination thereof
or any Acquisition or other Investment and (ii) honor any conversion request by a holder of convertible Indebtedness and make
cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness
in accordance with its terms;


 


(i)       the
Borrower may pay (or may make Restricted Payments to allow any Parent Entity or any Equityholding Vehicle to pay) Restricted Payments
in an amount equal to withholding or similar taxes payable or expected to be payable by any future, current or former employee,
director, manager, consultant or independent contractor (or any of their respective Immediate Family Members) of any Parent Entity
of the Borrower, any Equityholding Vehicle, the Borrower or any Subsidiary of the Borrower in connection with the exercise or
vesting of Capital Stock or other equity awards or any repurchases, redemptions, acquisitions, retirements or withholdings of
Capital Stock in connection with any exercise of Capital Stock or other equity options or warrants or the vesting of Capital Stock
or other equity awards if such Capital Stock represent all or a portion of the exercise price of, or withholding obligation with
respect to, such options or, warrants or other Capital Stock or equity awards;


 


(j)       the
Borrower may make payments (or make Restricted Payments to allow any Parent Entity or any Equityholding Vehicle to make such payments)
described in Sections 10.11(c), (e), (h), (i), (j), (l) and (v) (subject to the conditions set out therein);


 


(k)      the
Borrower may make Restricted Payments and distributions within sixty (60) days after the date of declaration thereof, if at the
date of declaration of such payment, such payment would have complied with the other provisions of this Section 10.6;


 


(l)        [reserved];


 


(m)      the
Borrower and any Restricted Subsidiary may pay and make any Restricted Payment in connection with (i) the Transactions or Restricted
Payments necessary to consummate the Transactions, including (A) in respect of any payments required to be made after the Closing
Date in connection with, or necessary to consummate, the Transactions, (B) the payment of the Transaction Expenses related thereto
or used to fund amounts owed to Affiliates (including those made to any Parent Entity of the Borrower or Equityholding Vehicle
to permit payment by such Parent Entity or Equityholding Vehicle), (C) in respect of working capital adjustments or purchase price
adjustments or to satisfy indemnity and other similar obligations, in each case as set forth in the Merger Agreement, (D) to holders
of restricted stock, restricted stock units or similar equity awards and (E) to dissenting equityholders in connection with, or
as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or
potential) with respect thereto (including any accrued interest) in connection with the Transactions, (ii) working capital adjustments
or purchase price adjustments in connection with any Acquisition or other Investment and (iii) the satisfaction of indemnity and
other similar obligations in connection with any Acquisition or other Investment;


 


(n)       the
Borrower may make payments made to optionholders or holders of profits interests of the Borrower or any Parent Entity or any Equityholding
Vehicle in connection with, or as a result of, any distribution being made to shareholders of the Borrower or any Parent Entity
or any Equityholding Vehicle (to the extent such distribution is otherwise permitted hereunder), which payments are being made
to compensate such optionholders or holders of profits interests as though they were shareholders at the time of, and entitled
to share in, such distribution (it being understood that no such payment may be made to an optionholder or holder of profits interests
pursuant to this clause to the extent such payment would not have been permitted to be made to such optionholder or holder of
profits interests if it were a shareholder pursuant to any other paragraph of this Section 10.6, and any payment hereunder shall
reduce payments available under such other paragraph);


 






    -162-


     


    




 



 


(o)       the
Borrower may pay Restricted Payments to pay for the redemption, acquisition, retirement or repurchase, in each case for nominal
value, of Capital Stock of Holdings (or any Parent Entity thereof or any Equityholding Vehicle) or the Borrower from a former
investor of a business acquired in an Acquisition or other Investment or a current or former employee, officer, director, manager
or consultant of a business acquired in an Acquisition or other Investment (or their Controlled Investment Affiliates or Immediate
Family Members), which Capital Stock was issued as part of an earn-out or similar arrangement in the acquisition of such business,
and which redemption, acquisition, retirement or repurchase relates the failure of such earn-out to fully vest;


 


(p)       the
Borrower may make distributions, by Restricted Payment or otherwise, or other transfer or Disposition of shares of Capital Stock
of Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are Cash Equivalents); and


 


(q)       the
Borrower may make payments or distributions to satisfy dissenters’ rights pursuant to or in connection with an Acquisition,
merger, consolidation, amalgamation or transfer of assets that complies with Section 10.3;


 


(r)       [reserved];


 


(s)       the
Borrower may make Restricted Payments in an aggregate amount that does not exceed the aggregate amount of Excluded Contributions
received since the Closing Date (not otherwise building Available Equity Amount or constituting a Cure Amount or used to incur
Indebtedness);


 


(t)        the
Borrower may make distributions or payments of Receivables Fees and purchases of Receivables in connection with any Receivables
Facility or any repurchase obligation in connection therewith;


 


(u)       the
Borrower may make Restricted Payments to any Parent Entity of the cash or Cash Equivalents that were deposited on or prior to
the Closing Date with the trustee for the Existing Notes, to the extent in excess of the amount that was needed to fund the redemption
and discharge of such notes in full;


 


(v)       the
Restricted Subsidiaries may make Restricted Payments in connection with the acquisition of additional Capital Stock in any Restricted
Subsidiary from minority equityholders; and


 


(w)      so
long as no Event of Default is continuing or would result therefrom, after a Qualifying IPO, the Borrower may make Restricted
Payments to any Parent Entity of the Borrower or any Equityholding Vehicle so that such Parent Entity or Equityholding Vehicle
can make Restricted Payments to its equity holders in an aggregate amount not exceeding 5% of the Market Capitalization.


 


The amount of all
Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the assets or securities
proposed to be transferred or issued by the Borrower or any Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. For the avoidance of doubt, this Section 10.6 shall not restrict the making of any AHYDO Catch-Up Payment with respect
to, and required by the terms of, any Indebtedness of the Borrower or any of the Restricted Subsidiaries permitted to be incurred
under the terms of this Agreement. Indebtedness Incurred under Section 10.1(q) shall reduce availability under this Section 10.6
in an amount equal to the aggregate principal amount incurred from time to time under Section 10.1(q), whether or not outstanding,
except in respect of amounts forgiven or cancelled without payment being made.



 






    -163-


     


    

  


10.7       Limitations
on Debt Payments and Amendments.


 


(a)       The
Borrower will not, and will not permit any of the Restricted Subsidiaries to, prepay, repurchase, redeem or otherwise defease
or make similar payments in respect of any Junior Debt prior to its stated maturity (it being understood that payments of regularly
scheduled interest, fees, expenses, indemnification obligations and, so long as no Event of Default under Section 11.1 or 11.5
is continuing or would result therefrom, AHYDO Catch-Up Payments shall be permitted); provided, however, the Borrower
or any Restricted Subsidiary may prepay, repurchase, redeem, defease, acquire or otherwise make payments on any such Indebtedness
(i) with the proceeds of any Permitted Refinancing Indebtedness in respect of such Indebtedness, (ii) by converting or exchanging
any such Indebtedness to Capital Stock of Holdings or any of its Parent Entities and (iii) (A) so long as (x) no Event of Default
has occurred and is continuing or would result therefrom and (y) after giving pro forma effect to such prepayment, repurchase,
redemption, defeasance, acquisition or other payment, the Borrower would be in compliance, on a pro forma basis, with a Consolidated
Total Debt to Consolidated EBITDA Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the
date of any such payment, as if such prepayment, repurchase, redemption, defeasance, acquisition or other payment and any other
transactions being consummated in connection therewith occurred on the first day of such Test Period, of no greater than 5.25:1.00
after giving pro forma effect thereto, (B) in an aggregate amount not to exceed the Available Amount at the time of such prepayment,
repurchase, redemption, defeasance, acquisition or other payment, so long as (x) no Event of Default has occurred and is continuing
or would result therefrom and (y) after giving pro forma effect to such prepayment, repurchase, redemption, defeasance, acquisition
or other payment, the Borrower would be in compliance, on a pro forma basis, with a Consolidated EBITDA to Consolidated Interest
Expense Ratio, calculated as of the last day of the Test Period most recently ended on or prior to the date of such prepayment,
redemption, repurchase, defeasance, acquisition or other payment, as if such prepayment, repurchase, redemption, defeasance, acquisition
or other payment and any other transactions being consummated in connection therewith occurred on the first day of such Test Period,
of no less than 2.00:1.00, (C) in an aggregate amount not to exceed the Available Equity Amount at the time of such prepayment,
redemption, repurchase, defeasance, acquisition or other payment, (D) in an aggregate amount not to exceed the portion, if any,
of the Restricted Payment Amount, on the relevant date of determination that the Borrower elects to apply pursuant to this clause
(D), (E) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Junior Debt Incurred pursuant
to Section 10.1(j) (other than Indebtedness Incurred (I) to provide all or any portion of the funds utilized to consummate the
transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired
by the Borrower or a Restricted Subsidiary or (II) otherwise in connection with or contemplation of such acquisition), so long
as such purchase, repurchase, redemption, defeasance or other acquisition or similar payment is made or deposited with a trustee
or other similar representative of the holders of such Junior Debt contemporaneously with, or substantially simultaneously with,
the closing of the Acquisition under which such Junior Debt is Incurred and (F) the payment, redemption, repurchase, retirement,
termination or cancellation of Indebtedness within 60 days of the date of the Redemption Notice if, at the date of any payment,
redemption, repurchase, retirement, termination or cancellation notice in respect thereof (the “Redemption Notice”),
such payment, redemption, repurchase, retirement termination or cancellation would have complied with another provision of this
Section 10.7(a); provided that such payment, redemption, repurchase, retirement termination or cancellation shall reduce
capacity under such other provision.


 


Notwithstanding the
foregoing and for the avoidance of doubt, nothing in this Section 10.7 shall prohibit (i) the repayment, prepayment, repurchase,
redemption or other payment of intercompany subordinated Indebtedness owed among the Borrower and/or the Restricted Subsidiaries,
in either case unless an Event of Default has occurred and is continuing and the Borrower has received a notice from the Collateral
Agent instructing it not to make or permit the Borrower and/or the Restricted Subsidiaries to make any such repayment or prepayment
or (ii) substantially concurrent transfers of credit positions in connection with intercompany debt restructurings so long as
such Indebtedness is permitted by Section 10.1 after giving pro forma effect to such transfer.


 


(b)       The
Borrower will not, and will not permit any of the Restricted Subsidiaries to, waive, amend or modify any term or condition in
any Subordinated Indebtedness Documentation (or, in each case, any documentation governing any Permitted Refinancing Indebtedness
in respect thereof) to the extent that any such waiver, amendment or modification, taken as a whole, would be materially adverse
to the interests of the Lenders.


 


10.8     Negative
Pledge Clauses. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into or permit to
exist any Contractual Obligation (other than this Agreement, any other Credit Document, any Permitted Additional Debt Documents
related to any secured Permitted Additional Debt, any document governing any secured Credit Agreement Refinancing Indebtedness,
the Senior Unsecured Notes Documents, any document governing any Term Loan Exchange Notes and any documentation governing any
Permitted Refinancing Indebtedness Incurred to Refinance any such Indebtedness) that limits the ability of the Borrower or any
Guarantor to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties
with respect to the Obligations or under the Credit Documents; provided that the foregoing shall not apply to Contractual
Obligations that in any material respect:


 






    -164-


     


    

 


(i)       (x)
exist on the Closing Date and (to the extent not otherwise permitted by this Section 10.8) are listed on Schedule 10.8 hereto
and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness or
other obligations, are set forth in any agreement evidencing any Permitted Refinancing Indebtedness Incurred to Refinance such
Indebtedness or obligation so long as such Permitted Refinancing Indebtedness does not materially expand the scope of such Contractual
Obligation (as determined in good faith by the Borrower),


 


(ii)       are
binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower,
so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary
of the Borrower,


 


(iii)      represent
Indebtedness of a Restricted Subsidiary of the Borrower that is not a Credit Party to the extent such Indebtedness is permitted
by Section 10.1,


 


(iv)      arise
pursuant to agreements entered into with respect to any sale, transfer, lease, license or other Disposition permitted by Section
10.4, including customary restrictions with respect to a Subsidiary of the Borrower pursuant to an agreement that has been entered
into for the sale, transfer, lease, license, or other Disposition of the Capital Stock of such Subsidiary, and applicable solely
to assets under such sale, transfer, lease or other Disposition,


 


(v)       are
customary provisions in Joint Venture agreements, partnership agreements, limited liability company organizational governance
document, and other similar agreements applicable to partnerships, limited liability companies, Joint Ventures and similar Persons
permitted by Section 10.5 or Section 10.6 and applicable solely to such Persons or the transfer of ownership therein,


 


(vi)      are
negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 10.1, but solely to
the extent any negative pledge relates to the property financed by or the subject of such Indebtedness,


 


(vii)     are
customary restrictions on leases, subleases, service agreements, product sales, licenses and sublicenses (including with respect
to Intellectual Property) or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets
subject thereto,


 


(viii)    comprise
restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 10.1 to the extent that such
restrictions apply only to the specific property or assets securing such Indebtedness,


 


(ix)       are
customary provisions restricting subletting or assignment or transfers of any lease governing a leasehold interest of the Borrower
or any Restricted Subsidiary,


 


(x)        are
customary provisions restricting assignment of any agreement (or the assets subject thereto) entered into in the ordinary course
of business,


 


(xi)       are
restrictions on cash or other deposits or net worth imposed (including by customers) under agreements entered into in the ordinary
course of business,


 


(xii)      are
imposed by Applicable Law,


 


(xiii)     are
customary net worth provisions contained in real property leases entered into by Subsidiaries of the Borrower, so long as the
Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ability of
the Borrower and its Subsidiaries to meet their ongoing obligation;


 






    -165-


     


    

 





(xiv)    comprise
restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 10.1
that are, taken as a whole, in the good-faith judgment of the Borrower, no more restrictive with respect to the Borrower or any
Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more restrictive than
the restrictions contained in this Agreement), so long as the Borrower shall have determined in good faith that such restrictions
will not materially impair its obligation or ability to make any payments required hereunder,


 


(xv)     arise
in connection with purchase money obligations for property acquired in the ordinary course of business or Financing Lease Obligations;


 


(xvi)    arise
in connection with any agreement or other instrument of a Person or relating to Indebtedness or Capital Stock of a Person, which
Person is acquired by or merged, consolidated or amalgamated with or into the Borrower or any of its Restricted Subsidiaries,
or any other transaction is entered into with any such Acquisition, merger, consolidation or amalgamation, in existence at the
time of such Acquisition or at the time it merges, consolidates or amalgamates with or into the Borrower or any of its Restricted
Subsidiaries or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation
thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than
the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired and its Subsidiaries or the property
or assets so acquired or redesignated;


 


(xvii)   are
restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other
agreement to which the Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary course of business;
provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower or such Restricted
Subsidiary that are the subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not
extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or property of another Restricted
Subsidiary;


 


(xviii)  are
provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses by the
Borrower and its Restricted Subsidiaries of such Intellectual Property, which licenses and sublicenses were entered into in the
ordinary course of business (in which case such restriction shall relate only to such Intellectual Property);


 


(xix)     arise
in connection with cash or other deposits imposed by agreement permitted under Section 10.2, Section 10.5 or Section 10.6 entered
into in the ordinary course of business;


 


(xx)      restrictions
with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary pursuant to or by reason of an agreement
that such Restricted Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary;
provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary
and any such or restriction does not extend to any assets or property of the Borrower or any other Restricted Subsidiary other
than the assets and property of such Subsidiary;


 


(xxi)     restrictions
created in connection with any Receivables Facility that, in the good faith determination of the Borrower, are necessary or advisable
to effect such Receivables Facility; and


 


(xxii)    are
any encumbrances or restrictions 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 (xxi) of this Section
10.8; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements
or refinancings are, in the good-faith judgment of the Borrower, 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.


 






    -166-


     


    

 





10.9       Passive
Holding Company; Etc.


 


(a)       Holdings
will not conduct, transact or otherwise engage in any business or operations other than (i) the ownership and/or acquisition of
the Capital Stock (other than Disqualified Capital Stock) of the Borrower, (ii) the maintenance of its legal existence, including
the ability to incur fees, costs and expenses relating to such maintenance, (iii) to the extent applicable, participating in tax,
accounting and other administrative matters as a member of the consolidated group of Holdings and the Borrower, (iv) the performance
of its obligations under and in connection with the Credit Documents and any documents relating to other Indebtedness permitted
under Section 10.1, (v) any public offering of its common Capital Stock or any other issuance or registration of its Capital Stock
for sale or resale not prohibited by Section 10, including the costs, fees and expenses related thereto, (vi) any transaction
that Holdings is permitted to enter into or consummate under this Section 10 and any transaction between Holdings and the Borrower
or any Restricted Subsidiary permitted under this Section 10, including (a) making any dividend or distribution or other transaction
similar to a Restricted Payment (other than a Restricted Investment) not prohibited by Section 10.6 (or the making of a loan to
its Parent Entities or any Equityholding Vehicle in lieu of any such permitted Restricted Payment (other than a Restricted Investment)
or distribution or other transaction similar to a Restricted Payment (other than a Restricted Investment)) or holding any cash
received in connection with Restricted Payments (other than a Restricted Investment) made by the Borrower in accordance with Section
10.6 pending application thereof by Holdings in the manner contemplated by Section 10.6 (including the redemption in whole or
in part of any of its Capital Stock (other than Disqualified Capital Stock) in exchange for another class of Capital Stock (other
than Disqualified Capital Stock) or rights to acquire its Capital Stock (other than Disqualified Capital Stock) or with proceeds
from substantially concurrent equity contributions or issuances of new shares of its Capital Stock (other than Disqualified Capital
Stock)), (b) making any Investment to the extent (1) payment therefor is made solely with the Capital Stock of Holdings (other
than Disqualified Capital Stock), the proceeds of Restricted Payments (other than a Restricted Investment) received from the Borrower
and/or proceeds of the issuance of, or contribution in respect of the, Capital Stock (other than Disqualified Capital Stock) of
Holdings and (2) any property (including Capital Stock) acquired in connection therewith is contributed to the Borrower or a Subsidiary
Guarantor (or, if otherwise permitted by Section 10.5 or Section 10.6, a Restricted Subsidiary) or the Person formed or acquired
in connection therewith is merged with the Borrower or a Restricted Subsidiary and (c) the (w) provision of guarantees in the
ordinary course of business in respect of obligations of the Borrower or any of its Subsidiaries to suppliers, customers, franchisees,
lessors, licensees, sublicensees or distribution partners; provided, for the avoidance of doubt, that such guarantees shall not
be in respect of debt for borrowed money, (x) Incurrence of Indebtedness of Holdings contemplated by Sections 10.1(p) and 10.1(q),
(y) Incurrence of guarantees and the performance of its other obligations in respect of Indebtedness Incurred pursuant to Sections
10.1(a), 10.1(b), 10.1(k) and 10.1(s) and Permitted Additional Debt Incurred pursuant to Section 10.1(u) and (z) granting of Liens
to the extent the Indebtedness contemplated by subclause (y) is permitted to be secured under Sections 10.2(a), 10.2(u) and 10.2(bb),
(vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax
and accounting issues and paying taxes, (viii) providing indemnification to officers and directors and as otherwise permitted
in Section 10, (ix) activities related to the consummation of the Transactions, including the execution and delivery of the Assignment
and Assumption Agreement and the consummation of the Internal Restructuring, (x) organizational activities incidental to Acquisitions
or other Investments consummated by the Borrower, including the formation of acquisition vehicle entities and intercompany loans
and/or investments incidental to such Acquisitions or other Investments in each case consummated substantially contemporaneously
with the consummation of the applicable Acquisitions or other Investments; provided that in no event shall any such activities
include the incurrence of a Lien on any of the assets of Holdings, (xi) the making of any loan to any officers or directors contemplated
by Section 10.5 or Section 10.6, the making of any Investment in the Borrower or any Subsidiary Guarantor or, to the extent otherwise
allowed under Section 10.5 or Section 10.6, a Restricted Subsidiary and (xii) activities incidental to the businesses or activities
described in clauses (i) to (xi) of this Section 10.9.


 






    -167-


     


    

 


(b)       Except
in connection with the Transactions, Holdings will not consummate any merger, consolidation or amalgamation, or liquidate, wind
up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its assets and other
properties, except that Holdings may merge, amalgamate or consolidate with or into any other Person (other than the Borrower)
or, in connection with a Qualifying IPO, liquidate into the issuing entity, or otherwise Dispose of all or substantially all of
its assets and property; provided that (i) Holdings shall be the continuing or surviving Person or, in the case of a merger,
amalgamation or consolidation where Holdings is not the continuing or surviving Person or where Holdings has been liquidated,
or in connection with a Disposition of all or substantially all of its assets, the Person formed by or surviving any such merger,
amalgamation or consolidation or the Person into which Holdings has been liquidated or to which Holdings has transferred such
assets shall, in each case, be an entity organized or existing under the laws of the United States, any state thereof, the District
of Columbia or any territory thereof (Holdings or such Person, as the case may be, being herein referred to as the “Successor
Holdings”), (ii) the Successor Holdings (if other than Holdings) shall expressly assume all the obligations of Holdings
under this Agreement and the other applicable Credit Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory
to the Administrative Agent, (iii) each Subsidiary Guarantor, unless it is the other party to such merger, amalgamation, consolidation,
liquidation or Disposition or unless the Successor Holdings is Holdings, shall have by a supplement to the Guarantee confirmed
that its Guarantee shall apply to the Successor Holdings’ obligations under this Agreement, (iv) each Subsidiary grantor
and each Subsidiary pledgor, unless it is the other party to such merger, amalgamation, consolidation, liquidation or Disposition
or unless the Successor Holdings is Holdings, shall have by a supplement to the applicable Credit Documents confirmed that its
obligations thereunder shall apply to the Successor Holdings’ obligations under this Agreement, (v) each mortgagor of a
Mortgaged Property, unless it is the other party to such merger, amalgamation, consolidation, liquidation or Disposition or unless
the Successor Holdings is Holdings, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its
obligations thereunder shall apply to the Successor Holdings’ obligations under this Agreement, (vi) Holdings shall have
delivered to the Administrative Agent an officer’s certificate stating that such merger, amalgamation, consolidation, liquidation
or Disposition and any supplements to the Credit Documents preserve the enforceability of the Guarantee and the perfection of
the Liens on the Collateral under the Security Documents, (vii) the Successor Holdings shall, immediately following such merger,
amalgamation, consolidation, liquidation or Disposition, directly or indirectly, own all Subsidiaries owned by Holdings immediately
prior to such merger, amalgamation, consolidation, liquidation or Disposition and (viii) if reasonably requested by the Administrative
Agent, an opinion of counsel shall be required to be provided to the effect that such merger, amalgamation, consolidation, liquidation,
or Disposition does not breach or result in a default under this Agreement or any other Credit Document; provided, further,
that if the foregoing are satisfied, the Successor Holdings (if other than Holdings) will succeed to, and be substituted for,
Holdings under this Agreement.


 


10.10     Consolidated
First Lien Debt to Consolidated EBITDA Ratio. Solely with respect to the Revolving Credit Facility and subject to the following
proviso, beginning with the Test Period ending December 31, 2016, the Borrower will not permit the Consolidated First Lien Debt
to Consolidated EBITDA Ratio as of the last day of any Test Period to be greater than 7.60:1.00; provided, however,
that the Borrower shall be required to be in compliance with this Section 10.10 with respect to any Test Period only if the sum
of (A) the aggregate principal amount of all Revolving Credit Loans and Swingline Loans plus (B) the aggregate Letter of Credit
Obligations (other than (i) those Cash Collateralized in an amount equal to the Stated Amount thereof and (ii) without duplication
of amounts described in clause (i) above, Letter of Credit Obligations, the aggregate Stated Amount of which do not exceed the
greater of (x) $10,000,000 and (y) the Stated Amount of Existing Letters of Credit outstanding on the Closing Date), in each case
outstanding on the last day of such Test Period, exceeds 30.0% of the amount of the Total Revolving Credit Commitment in effect
on such date.


 


10.11     Transactions
with Affiliates. The Borrower shall not, and shall not permit any of the Restricted Subsidiaries to, enter into any transaction
with any Affiliate of the Borrower involving aggregate payments or consideration in excess of the greater of (x) $20,000,000 and
(y) 3.0% of Consolidated EBITDA of the Borrower for the Test Period most recently ended on or prior to the date such transaction
occurs (measured as of such date) based upon the Section 9.1 Financials most recently delivered on or prior to such date except:


 


(a)       such
transactions that are made on terms, when taken as a whole, not materially less favorable to the Borrower or such Restricted Subsidiary
as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction
with a Person that is not an Affiliate;


 


(b)       if
such transaction is among Holdings, the Borrower and one or more Subsidiary Guarantors or any Restricted Subsidiary or any entity
that becomes a Restricted Subsidiary as a result of such transaction;


 


(c)       the
payment of Transaction Expenses, including the payment of all fees, expenses, bonuses and awards, and the consummation of the
Transactions;


 






    -168-


     


    

 





(d)       the
issuance of Capital Stock of any Parent Entity, any Equityholding Vehicle or the Borrower to the management of such Parent Entity,
the Borrower or any of its Subsidiaries pursuant to arrangements described in clause (m) below;


 


(e)       the
payment of indemnities and other similar amounts and reasonable expenses incurred by the Investors and their respective Affiliates
in connection with the management or monitoring of, or the provision of other services rendered to, any Parent Entity of the Borrower,
any Equityholding Vehicle, the Borrower or any of its Subsidiaries;


 


(f)        equity
issuances, repurchases, retirements, redemptions or other acquisitions or retirements of Capital Stock by any Parent Entity of
the Borrower, any Equityholding Vehicle or the Borrower permitted under Section 10.6 and any actions by the Borrower and its Restricted
Subsidiaries to permit the same;


 





 


(g)       loans,
guarantees and other transactions by any Parent Entity of the Borrower, any Equityholding Vehicle, the Borrower and the Restricted
Subsidiaries to the extent permitted under Section 10;


 


(h)       the
entry into, performance under, and making of any payments in respect of any employment, compensation and severance arrangements
and health, disability and similar insurance or benefit plans or supplemental executive retirement benefit plans or arrangements
between any Parent Entity of the Borrower, the Borrower and the Restricted Subsidiaries and their respective directors, officers,
managers, employees, consultants or independent contractors (including management and/or employee benefit plans or agreements,
stock/equity/option plans, management equity plans, subscription agreements or similar agreements pertaining to the repurchase
of Capital Stock pursuant to put/call rights or similar rights with current or former employees, officers, managers, directors,
consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members) and
stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved
by the Board of Directors of any Parent Entity of the Borrower or the Borrower;


 


(i)        the
payment of customary fees, compensation and reasonable out-of-pocket costs to, and benefits, indemnities and reimbursements and
employment and severance arrangements provided on behalf of, or for the benefit of, future, current or former, directors, managers,
consultants, officers, employees and independent contractors (or their respective Controlled Investment Affiliates or Immediate
Family Members) of any Parent Entity of the Borrower, any Equityholding Vehicle, the Borrower and the Restricted Subsidiaries
in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Restricted
Subsidiaries;


 


(j)        transactions
pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 10.11 or any amendment thereto to
the extent such an amendment is not adverse, taken as a whole, to the interests of the Lenders in any material respect as compared
to the applicable agreement in effect on the Closing Date (in the good-faith judgment of the Borrower);


 


(k)       Restricted
Payments permitted under Section 10.6, and Investments permitted under Section 10.5;


 


(l)        payments
(including reimbursement of out-of-pocket fees and expenses) by the Borrower and any Restricted Subsidiaries to the Investors
and any of their respective Affiliates made for any financial advisory, financing, underwriting or placement services or in respect
of other investment banking activities (including in connection with acquisitions or Dispositions, whether or not consummated),
which payments are approved by the majority of the members of the Board of Directors or a majority of the disinterested members
of the Board of Directors of any Parent Entity of the Borrower, Holdings or the Borrower in good faith;


 






    -169-


     


    

 





(m)       any
issuance or transfer of Capital Stock, or other payments, awards or grants in cash, securities, Capital Stock or otherwise pursuant
to, or the funding of, employment arrangements, equity options and equity ownership plans approved by the Board of Directors of
any Parent Entity of the Borrower, any Equityholding Vehicle or the Borrower, as the case may be and the granting and performing
of customary registration rights;


 


(n)       the
issuance and sale of any Qualified Capital Stock and any purchase by any Parent Entity of the Borrower of the Qualified Capital
Stock of the Borrower; provided that, to the extent required by Section 9.11, any Capital Stock of the Borrower so purchased
shall be pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the Pledge Agreement;


 


(o)       transactions
with wholly owned Subsidiaries for the purchase or sale of goods, products, parts and services entered into in the ordinary course
of business in a manner consistent with prudent business practice followed by companies in the industry of the Borrower and its
Subsidiaries;


 


(p)       transactions
with customers, clients, suppliers, Joint Venture partners or purchasers or sellers of goods or services, in each case in the
ordinary course of business;


 


(q)       any
contribution by any Parent Entity or Equityholding Vehicle to the capital of the Borrower;


 


(r)        transactions
with Joint Ventures for the purchase or sale of goods, equipment and services entered into in the ordinary course of business
and in a manner consistent with prudent business practice followed by companies in the industry of the Borrower and its Subsidiaries;


 


(s)       any
transaction between or among Holdings, the Borrower or any Restricted Subsidiary and any Affiliate of Holdings, the Borrower or
a Joint Venture or similar Person that would constitute an Affiliate transaction solely because Holdings, the Borrower or a Restricted
Subsidiary owns Capital Stock in or otherwise controls such Affiliate, Joint Venture or similar Person;


 


(t)        Affiliate
repurchases of the Loans or Commitments to the extent permitted under this Agreement and the holding of such Loans or Commitments
and the payments and other transactions contemplated under this Agreement in respect thereof;


 


(u)       customary
transactions effected as part of any Receivables Facility that are otherwise permitted under this Agreement;


 


(v)       the
entering into, and payments by, any Parent Entity of the Borrower, any Equityholding Vehicle, the Borrower and the Restricted
Subsidiaries pursuant to tax sharing agreements among any such Parent Entity, any Equityholding Vehicle, the Borrower and the
Restricted Subsidiaries on customary terms; provided that payments by Borrower and the Restricted Subsidiaries under any
such tax sharing agreements shall not exceed the excess (if any) of the amount they would pay on a standalone basis over the amount
they actually pay to Governmental Authorities;


 


(w)      transactions
in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an
Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial
point of view or meets the requirements of clause (a) of this Section 10.11;


 


(x)        payments,
loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, current or former employees, directors
or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any of the
Restricted Subsidiaries or any Parent Entity or Equityholding Vehicle and employment agreements, stock option plans and other
compensatory arrangements with any such employees, directors or consultants (or their respective Controlled Investment Affiliates
or Immediate Family Members) which, in each case, are approved by the Borrower in good faith;


 






    -170-


     


    

 


(y)       (i)
Investments by any of the Permitted Holders in securities of any Parent Entity, the Borrower or any Restricted Subsidiary (and
payment of out-of-pocket expenses incurred by such Permitted Holders in connection therewith) so long as the Investment is being
offered generally to other investors on the same or more favorable terms and (ii) payments to Permitted Holders in respect of
securities or loans of the Borrower or any of the Restricted Subsidiaries contemplated in the foregoing subclause (i) or that
were acquired from Persons other than any Parent Entity, the Borrower or any Restricted Subsidiary, in each case, in accordance
with the terms of such securities or loans;


 


(z)        pledges
of Capital Stock of Unrestricted Subsidiaries;


 


(aa)     the
existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the
designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the
time that it was entered into with such Restricted Subsidiary (and not entered into in contemplation of such designation) and
transactions entered into by an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted
Subsidiary as a Restricted Subsidiary (and not entered into in contemplation of such designation); and


 


(bb)     the
existence of, and performance under, customary obligations under the terms of any equityholders agreement, principal investors
agreement (including any registration rights or purchase agreement related thereto) to which any Parent Entity, Equityholding
Vehicle, the Borrower or any Restricted Subsidiary is a party as of the Closing Date (as such agreement may be amended or otherwise
modified from time to time) and any similar agreements relating to the Capital Stock of any of the foregoing which the relevant
parties may enter into after the Closing Date (except to the extent the performance of such obligations is otherwise prohibited
under the terms of this Agreement).


 


SECTION 11.     Events
of Default. Upon the occurrence of any of the following specified events (each an “Event of Default”):


 


11.1       Payments.
The Borrower shall (a) default in the payment when due of any principal of the Loans or (b) default, and such default shall continue
for five or more Business Days, in the payment when due of any interest on the Loans or any fees or of any other amounts owing
hereunder or under any other Credit Document (other than any amount referred to in clauses 11.1(a)); or


 


11.2       Representations,
Etc. Any representation, warranty or statement made or deemed made by any Credit Party herein or in any other Credit Document
or any certificate, statement, report or other document delivered or required to be delivered pursuant hereto or thereto shall
prove to be untrue in any material respect on the date as of which made or deemed made; or


 


11.3       Covenants.
Any Credit Party shall (a) default in the due performance or observance by it of any term, covenant or agreement contained in
Section 9.1(e)(i), Section 9.5 (with respect to the existence of the Borrower only) or Section 10; provided that with respect
to Section 10.10, (i) an Event of Default (a “Financial Performance Covenant Event of Default”) shall not occur
until the expiration of the 10th Business Day subsequent to the date the certificate calculating compliance with Section 10.10
as of the last day of any fiscal quarter is required to be delivered pursuant to Section 9.1(d) (without giving pro forma effect
to any grace period for such delivery) with respect to such fiscal quarter or fiscal year, as applicable, and (ii) any default
under Section 10.10 shall not constitute an Event of Default with respect to any Loans or Commitments hereunder, other than the
Revolving Credit Loans and the Revolving Credit Commitments, until the date on which the Revolving Credit Loans (if any) have
been accelerated, and the Revolving Credit Commitments have been terminated, in each case, by the Required Revolving Credit Lenders,
or (b) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in
Section 11.1, Section 11.2 and clause (a) of this Section 11.3) contained in this Agreement or any other Credit Document and such
default shall continue unremedied for a period of at least 30 days after receipt of written notice by the Borrower from the Administrative
Agent or the Required Lenders; or


 






    -171-


     


    

 

 


11.4         Default
Under Other Agreements. (a) The Borrower or any of the Restricted Subsidiaries shall (i) fail to make any required
payment with respect to any Indebtedness (other than any Indebtedness described in Section 11.1) in excess of $100,000,000,
beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) fail
to observe or perform any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or condition exist (other than, (i) with respect
to Indebtedness consisting of any Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedging
Agreements and (ii) secured Indebtedness that becomes due solely as a result of the sale, transfer or other Disposition (including
as a result of Recovery Event) of the property or assets securing such Indebtedness), the effect of which default or other event
or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder
or holders) to cause, any such Indebtedness to become due prior to its stated maturity; provided that such failure remains
unremedied or has not been waived (including in the form of an amendment) by the holders of such Indebtedness or (b) without
limiting the provisions of clause (a) above, any such Indebtedness shall be declared to be due and payable, or required to
be prepaid prior to the stated maturity thereof other than by (x) a regularly scheduled required prepayment or (y) as
a mandatory prepayment or redemption; provided that this clause (b) shall not apply to (A) Indebtedness outstanding
under any Hedging Agreements that becomes due pursuant to a termination event or equivalent event under the terms of such Hedging
Agreements, (B) secured Indebtedness that becomes due as a result of a Disposition or a Recovery Event with respect to the
property or assets securing such Indebtedness or (C) Indebtedness that is convertible into Capital Stock and converts to
Capital Stock in accordance with its terms; or


 


11.5         Bankruptcy,
Etc. Holdings, the Borrower or any Specified Subsidiary shall commence a voluntary case, proceeding or action concerning itself
under the Bankruptcy Code; or an involuntary case, proceeding or action is commenced against Holdings, the Borrower or any Specified
Subsidiary under the Bankruptcy Code and the petition is not dismissed within 60 days after commencement of the case, proceeding
or action; or Holdings, the Borrower or any Specified Subsidiary commences any other proceeding or action under any other Debtor
Relief Law of any jurisdiction whether now or hereafter in effect relating to Holdings, the Borrower or any Specified Subsidiary;
or a custodian (as defined in the Bankruptcy Code), receiver, receiver manager, trustee or similar person is appointed for, or
takes charge of, all or substantially all of the property of Holdings, the Borrower or any Specified Subsidiary; or there is commenced
against Holdings, the Borrower or any Specified Subsidiary under any other Debtor Relief Law any such proceeding or action that
remains undismissed for a period of 60 days; or any order of relief or other order approving any such case or proceeding or action
is entered; or Holdings, the Borrower or any Specified Subsidiary suffers any appointment of any custodian, receiver, receiver
manager, trustee or the like for it or any substantial part of its property to continue undischarged or unstayed for a period
of 60 days; or Holdings, the Borrower or any Specified Subsidiary makes a general assignment for the benefit of creditors; or


 


11.6         ERISA.
(a) With respect to any Pension Plan, the failure by Holdings, the Borrower, any of the Restricted Subsidiaries or any ERISA
Affiliate to satisfy the minimum funding standard required for any plan year or part thereof, whether or not waived, under Section 412
of the Code; with respect to any Multiemployer Plan, the failure to make any required contribution or payment; 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 or any Multiemployer Plan is in “endangered or critical status” within the meaning of Section 432 of
the Code or Section 305 of ERISA; any Pension Plan is or shall have been terminated or is the subject of termination proceedings
by the PBGC under Title IV of ERISA (including the giving of written notice thereof); a determination that a Pension Plan or Multiemployer
Plan is “insolvent” within the meaning of Section 4245 of ERISA; with respect to any Multiemployer Plan, notification
by the administrator of such Multiemployer Plan that the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has
incurred or will be assessed Withdrawal Liability to such Multiemployer Plan; the PBGC provides written notice of its intent to
terminate any Pension Plan or to appoint a trustee to administer any Pension Plan in a manner that results in a liability under
Title IV of ERISA to the Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate; an event shall have occurred or a
condition shall exist entitling the PBGC to provide written notice of its intent to terminate any Pension Plan; the Borrower,
any Restricted Subsidiary thereof or any ERISA Affiliate has incurred or is reasonably likely to incur a liability to or on account
of a Pension Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064 or 4069 of ERISA or Section 4971 or 4975
of the Code (including the receipt by Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate of written notice thereof);
any termination of a Foreign Plan has occurred that gives rise to liability for Holdings, the Borrower or any Restricted Subsidiary;
or any non-compliance with the funding requirements under Applicable Law for any Foreign Plan has occurred; (b) there could
result from any event or events set forth in clause (a) of this Section 11.6 the imposition of a Lien, the granting
of a security interest, or a liability, or the reasonable likelihood of incurring a Lien, security interest or liability; and
(c) such Lien, security interest or liability will or would be reasonably likely to have a Material Adverse Effect; or


 






    -172-


     


    

 


11.7         Guarantee.
The Guarantee or any material provision thereof shall cease to be in full force or effect or any Guarantor thereunder or any Credit
Party shall deny or disaffirm in writing any Guarantor’s obligations under the Guarantee; or


 


11.8         Security
Document. Any Security Document or any material provision thereof shall cease to be in full force or effect (other than pursuant
to the terms hereof or thereof or as a result of acts or omissions of the Administrative Agent, the Collateral Agent or any Lender),
or any grantor, pledgor or mortgagor thereunder or any Credit Party shall deny or disaffirm in writing any grantor’s, pledgor’s
or mortgagor’s obligations under such Security Document; or


 


11.9         Judgments.
One or more judgments or decrees shall be entered against Holdings, the Borrower or any of the Restricted Subsidiaries for the
payment of money in an aggregate amount in excess of $100,000,000 for all such judgments and decrees for Holdings, the Borrower
and the Restricted Subsidiaries (to the extent not paid or fully covered by insurance provided by a carrier not disputing coverage)
and any such judgments or decrees shall not have been satisfied, vacated, discharged, stayed or bonded pending appeal within 60
days from the entry thereof; or


 


11.10       Change
of Control. A Change of Control shall occur;


 


then, and in any such event, and at any
time thereafter, if any Event of Default shall then be continuing, the Administrative Agent shall, upon the written request of
the Required Lenders, by written notice to the Borrower, take any or all of the following actions: (i) terminate the Commitments,
and thereupon the Commitments shall terminate immediately, (ii) require that the Letter of Credit Obligations be Cash Collateralized
as provided in Section 3.8(b) and (iii) declare the principal of and any accrued interest and fees in respect of
all Loans and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower without prejudice
to the rights of any Agent or any Lender to enforce its claims against the Borrower, except as otherwise specifically provided
for in this Agreement (provided that, if an Event of Default specified in Section 11.5 with respect to the Borrower
shall occur, no written notice by the Administrative Agent shall be required and the Commitments shall automatically terminate
and all amounts in respect of all Loans and all Obligations shall be automatically become forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrower).


 


Notwithstanding the
foregoing, during any period during which solely a Financial Performance Covenant Event of Default has occurred and is continuing,
the Administrative Agent may with the consent of, and shall at the request of, the Required Revolving Credit Lenders take any
of the foregoing actions described in the immediately preceding paragraph solely as they relate to the Revolving Credit Lenders
(versus the Lenders), the Revolving Credit Commitments (versus the Commitments), the Revolving Credit Loans and the Swingline
Loans (versus the Loans), and the Letters of Credit.


 


11.11       Borrower’s
Right to Cure.


 


(a)           Financial
Performance Covenant. Notwithstanding anything to the contrary contained in this Section 11, in the event that the Borrower
reasonably expects to fail (or has failed) to comply with the requirements of the Financial Performance Covenant as of the end
of any Test Period, at any time during the last fiscal quarter of such Test Period through and until the expiration of the 10th
Business Day subsequent to the date the financial statements are required to be delivered pursuant to Section 9.1(a) or
Section 9.1(b) with respect to such fiscal quarter (the “Cure Deadline”), the Borrower (or any Parent
Entity thereof) shall have the right to issue Capital Stock (other than Disqualified Capital Stock) for cash or otherwise receive
cash contributions to (or, in the case of any Parent Entity of Holdings, receive equity interests in Holdings for its cash contributions
to) the Capital Stock (other than Disqualified Capital Stock) of the Borrower (collectively, the “Cure Right”),
and upon the receipt by the Borrower of the net proceeds of such issuance or contribution (the “Cure Amount”)
pursuant to the exercise by the Borrower of such Cure Right; provided such Cure Amount is received by the Borrower on or
before the applicable Cure Deadline, compliance with the Financial Performance Covenant for such Test Period shall be recalculated
giving pro forma effect to the following pro forma adjustments:


 






    -173-


     


    

 


(i)            Consolidated
EBITDA shall be increased with respect to such applicable fiscal quarter with respect to which such Cure Amount is received by
the Borrower and any Test Period that includes such fiscal quarter, solely for the purpose of determining whether an Event of
Default has occurred and is continuing as a result of a violation of the Financial Performance Covenant and, subject to clause
(c) below, not for any other purpose under this Agreement, by an amount equal to the Cure Amount and any prepayment of Indebtedness
with the Cure Amount shall be disregarded for purposes of measuring the Financial Performance Covenant for such Test Period;


 


(ii)           if,
after giving pro forma effect to such increase in Consolidated EBITDA, the Borrower shall then be in compliance with the requirements
of the Financial Performance Covenant, the Borrower shall be deemed to have satisfied the requirements of the Financial Performance
Covenant as of the relevant date of determination with the same effect as though there had been no failure to comply therewith
at such date, and the applicable breach or default of the Financial Performance Covenant that had occurred shall be deemed cured
for purposes of this Agreement; and


 


(iii)          Consolidated
First Lien Debt in the Test Period for which the Cure Amount is deemed applied shall be decreased solely to the extent proceeds
of the Cure Amount are applied to prepay any Indebtedness (provided that any such Indebtedness so prepaid shall be a permanent
repayment of such Indebtedness and termination of commitments thereunder) included in the calculation of Consolidated First Lien
Debt;


 


provided
that the Borrower shall have notified the Administrative Agent in writing of the exercise of such Cure Right within
five Business Days of the receipt of the Cure Amounts.


 


(b)           Limitation
on Exercise of Cure Right. Notwithstanding anything herein to the contrary, (i) in each four fiscal-quarter period there
shall be no more than two fiscal quarters with respect to which the Cure Right is exercised, (ii) there shall be no more
than five exercises of Cure Right in the aggregate, (iii) the Cure Amount shall be no greater than the amount required for
purposes of complying with the Financial Performance Covenant as of the end of such fiscal quarter (such amount, the “Necessary
Cure Amount”); provided that, if the Cure Right is exercised prior to the date financial statements are required
to be delivered for such fiscal quarter then the Cure Amount shall be equal to the amount reasonably determined by the Borrower
in good faith that is required for purposes of complying with the Financial Performance Covenant for such fiscal quarter (such
amount, the “Expected Cure Amount”), (iv) subject to clause (c) below, all Cure Amounts shall be
disregarded for purposes of determining the Applicable Margin, any baskets, with respect to the covenants contained in the Credit
Documents or the usage of the Available Amount or the Available Equity Amount and (v) no borrowing shall be made under the
Revolving Credit Facility following a breach of the Financial Maintenance Covenant until the Cure Amount has actually been received
by the Borrower.


 


(c)           Expected
Cure Amount. Notwithstanding anything herein to the contrary, to the extent that the Expected Cure Amount is (i) greater
than the Necessary Cure Amount, then such difference may be used for the purposes of determining any baskets (other than any previously
contributed Cure Amounts), with respect to the covenants contained in the Credit Documents, the Available Amount or the Available
Equity Amount and (ii) less than the Necessary Cure Amount, then not later than the applicable Cure Deadline, the Borrower
must receive the cash proceeds of the Cure Amount or a cash capital contribution to Holdings, which cash proceeds received by
Borrower shall be equal to the shortfall between such Expected Cure Amount and such Necessary Cure Amount.


 






    -174-


     


    

 


SECTION 12.     The
Administrative Agent and the Collateral Agent.


 


12.1        Appointment.


 


(a)           Each
Lender hereby irrevocably designates and appoints Barclays Bank PLC (together with any successor Administrative Agent pursuant
to Section 12.11) as Administrative Agent as the agent of such Lender under this Agreement and the other Credit Documents,
and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under
the provisions of this Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement and the other Credit Documents, together with such other
powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with
any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Credit Document or otherwise exist against the Administrative Agent.


 


(b)           Each
Lender hereby appoints Barclays Bank PLC (together with any successor Collateral Agent pursuant to Section 12.11) as the
Collateral Agent hereunder and authorizes the Collateral Agent to (i) take such action on its behalf and to exercise all
rights, powers and remedies and perform the duties as are expressly delegated to the Collateral Agent under such Credit Documents
and (ii) exercise such powers as are reasonably incidental thereto. For purposes of the exculpatory, liability-limiting and
other similar provisions of this Section 12, references to the “Administrative Agent” shall be deemed
to include the Collateral Agent in its capacity as such. Each Lender hereby appoints the Collateral Agent to enter into, and sign
for and on behalf of the Lenders as Secured Parties, the Security Documents for the benefit of the Lenders and the Secured Parties.


 


(c)           Each
Lead Arranger and each Joint Bookrunner, in its capacity as such, shall not have any obligations, duties or responsibilities under
this Agreement but shall be entitled to all benefits of this Section 12. The Syndication Agent and the Documentation Agents,
each in its respective capacity as such, shall not have any obligations, duties or responsibilities under this Agreement but shall
be entitled to all benefits of this Section 12.


 


12.2         Limited
Duties. Under the Credit Documents, the Administrative Agent (i) is acting solely on behalf of the Lenders (except to
the limited extent provided in Section 2.5(e)), with duties that are entirely administrative in nature, notwithstanding the
use of the defined term “Administrative Agent,” the terms “agent,” “administrative agent”
and “collateral agent” and similar terms in any Credit Document to refer to the Administrative Agent, which terms
are used for title purposes only, (ii) is not assuming any obligation under any Credit Document other than as expressly set
forth therein or any role as agent, fiduciary or trustee of or for any Lender or any other Secured Party and (iii) shall
have no implied functions, responsibilities, duties, obligations or other liabilities under any Credit Document, and each Lender
hereby waives and agrees not to assert any claim against the Administrative Agent based on the roles, duties and legal relationships
expressly disclaimed in clauses (i) through (iii) above.


 


12.3         Binding
Effect. Each Lender agrees that (i) any action taken by the Administrative Agent or the Required Lenders (or, if expressly
required hereby, a greater proportion of the Lenders) or the Required Revolving Credit Lenders in accordance with the provisions
of the Credit Documents, (ii) any action taken by the Administrative Agent in reliance upon the instructions of Required
Lenders (or, where so required, such greater proportion) or the Required Revolving Credit Lenders and (iii) the exercise
by the Administrative Agent or the Required Lenders (or, where so required, such greater proportion) or the Required Revolving
Credit Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto,
shall be authorized and binding upon all of the Secured Parties.


 


12.4         Delegation
of Duties. The Administrative Agent may execute any of its duties under this Agreement and the other Credit Documents by or
through agents or attorneys-in-fact, or through their respective Related Parties, and shall be entitled to advice of counsel concerning
all matters pertaining to such duties. The exculpatory provisions of this Section 12 shall apply to any such sub-agent and
to the Related Parties of the Administrative Agent and any such sub agent. The Administrative Agent shall not be responsible for
the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final
and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of
such sub-agents.


 






    -175-


     


    

 


12.5         Exculpatory
Provisions. Neither the Administrative Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact
or Affiliates shall (a) be liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection
with this Agreement or any other Credit Document, including, for the avoidance of doubt, any action taken by it in good faith
in connection with the entry into, or any amendment of, or any action taken in connection with, any Customary Intercreditor Agreement
contemplated by the terms hereof (except for its or such Person’s own gross negligence or willful misconduct as determined
in a final and non-appealable decision of a court of competent jurisdiction), (b) be responsible for or have any duty to
ascertain or inquire into (i) any recitals, statements, representations or warranties contained in this Agreement or any
other Credit Document or in any certificate, report, statement, agreement or other document referred to or provided for in, or
received by the Administrative Agent under or in connection with, this Agreement or any other Credit Document, (ii) the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document, (iii) the
creation, perfection priority of any Lien purported to be created by the Credit Documents, (iv) any failure of the Borrower,
any Guarantor or any other Credit Party to perform its obligations hereunder or thereunder or the occurrence of any Default or
(v) the value or the sufficiency of any Collateral, (c) be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing, (d) have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative
Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders
as shall be expressly provided for herein or in the other Credit Documents), provided that the Administrative Agent shall
not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Credit Document or Applicable Law, including for the avoidance of doubt any action that may
be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination
of property of a Defaulting Lender in violation of any Debtor Relief Law and (e) except as expressly set forth herein and
in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information
relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative
Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be under any obligation to any Lender to ascertain
or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any
other Credit Document, or to inspect the properties, books or records of the Borrower. The Administrative Agent shall have no
responsibility or liability for monitoring or enforcing the list of Disqualified Lenders or for any assignment to a Disqualified
Lender.


 


12.6         Reliance
by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon
any writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex, electronic mail message or teletype
message, statement, order or other document or conversation believed by it to be genuine and to have been signed, sent or made
by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the Lender specified
in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified
in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any
such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this
Agreement and the other Credit Documents in accordance with a request of the Required Lenders, and such request and any action
taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.


 


12.7         Notice
of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event
of Default hereunder unless the Administrative Agent has received written notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the
event that the Administrative Agent receives such a written notice, the Administrative Agent shall give notice thereof to the
Lenders and the Collateral Agent. The Administrative Agent shall take such action with respect to such Default or Event of Default
as shall be reasonably directed by the Required Lenders; provided that unless and until the Administrative Agent shall
have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders
(except to the extent that this Agreement requires that such action be taken only with the approval of the Required Lenders or
each of the Lenders, as applicable).


 






    -176-


     


    

 


12.8         Non-Reliance
on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any
of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties
to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower, any
Guarantor or any other Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent
to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative
Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness
of the Borrower, any Guarantor and any other Credit Party and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or
any other Lender or any of their Related Parties, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement
and the other Credit Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations,
property, financial and other condition and creditworthiness of the Borrower, any Guarantor and any other Credit Party. Except
for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder,
the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information
concerning the business, assets, operations, properties, financial condition, prospects or creditworthiness of the Borrower, any
Guarantor or any other Credit Party that may come into the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.


 


12.9         Indemnification.
The Lenders agree to indemnify the Administrative Agent in its capacity as such (to the extent required to be reimbursed by the
Borrower and not so reimbursed by the Borrower, and without limiting the obligation of the Borrower to do so), ratably according
to their respective portions of the Total Credit Exposure in effect on the date on which indemnification is sought (or, if indemnification
is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably
in accordance with their respective portions of the Total Credit Exposure in effect immediately prior to such date), from and
against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind whatsoever that may at any time (including at any time following the payment of the Loans) be imposed on, incurred
by or asserted against the Administrative Agent in any way relating to or arising out of, the Commitments, this Agreement, any
of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated
hereby or thereby or any action taken or omitted by the Administrative Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or
willful misconduct as determined in a final and non-appealable decision of a court of competent jurisdiction. The agreements in
this Section 12.9 shall survive the payment of the Loans and all other amounts payable hereunder.


 


12.10       Agent
in Its Individual Capacity. Each of Barclays Bank PLC and its Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with the Borrower, any Guarantor and any other Credit Party as though Barclays Bank PLC was not
the Administrative Agent hereunder and under the other Credit Documents. With respect to the Loans made by it, Barclays Bank PLC
shall have the same rights and powers under this Agreement and the other Credit Documents as any Lender and may exercise the same
as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include Barclays
Bank PLC in its individual capacity.


 






    -177-


     


    

 


12.11       Successor
Agent. The Administrative Agent and/or the Collateral Agent may resign as the Administrative Agent and/or Collateral Agent,
as the case may be, upon 30 days’ prior written notice to the Lenders, the Letter of Credit Issuer, the Swingline Lender,
the other Agents and the Borrower. If the Administrative Agent and/or Collateral Agent becomes a Defaulting Lender, then such
Administrative Agent or Collateral Agent, as the case may be, may be removed as the Administrative Agent or Collateral Agent,
as the case may be, at the reasonable request of the Borrower and the Required Lenders. If the Administrative Agent and/or Collateral
Agent shall resign or be removed as the Administrative Agent and/or the Collateral Agent under this Agreement and the other Credit
Documents, then (a) the Required Lenders shall appoint from among the Lenders a successor for the Lenders within 30 days,
or (b) in the case of a resignation, the Administrative Agent and/or the Collateral Agent may, on behalf of the Lenders,
appoint a successor Administrative Agent and/or the Collateral Agent, as applicable, selected from among the Lenders. In either
case, the successor shall be approved by the Borrower (which approval shall not be unreasonably withheld and shall not be required
if an Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing), whereupon such successor shall
succeed to the rights, powers and duties of the Administrative Agent and/or the Collateral Agent, and the term “Administrative
Agent,” and/or “Collateral Agent,” as applicable, shall mean such successor effective upon such appointment
and approval, and the former Administrative Agent’s and/or Collateral Agent’s rights, powers and duties as the Administrative
Agent and/or the Collateral Agent shall be terminated without any other or further act or deed on the part of such former Administrative
Agent and/or Collateral Agent or any of the parties to this Agreement or any Lenders or other holders of the Loans. If no successor
has accepted appointment as Administrative Agent and/or the Collateral Agent by the date which is 30 days following the retiring
Administrative Agent’s and/or Collateral Agent’s notice of resignation, as the case may be, (x) the retiring
Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided
for above and (y) the retiring Collateral Agent’s resignation shall nevertheless thereupon become effective at such
time as a successor Collateral Agent shall have been appointed, and such successor Collateral Agent shall have accepted such appointment,
in accordance with the terms of this Section 12.11 and upon the execution and filing or recording of such financing statements,
or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary
or desirable, or as the Required Lenders may reasonably request, in order to continue the perfection of the Liens granted or purported
to be granted by the Security Documents. After any retiring or removed Administrative Agent’s and/or the Collateral Agent’s
resignation or removal as the Administrative Agent and/or Collateral Agent, the provisions of this Section 12 shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent and/or Collateral Agent
under this Agreement and the other Credit Documents.


 


Any resignation or
replacement by Barclays Bank PLC as Administrative Agent pursuant to this Section shall also constitute its resignation or
replacement as Letter of Credit Issuer and Swingline Lender. If Barclays Bank PLC resigns or is replaced as Letter of Credit Issuer,
it shall retain all the rights, powers, privileges and duties of the Letter of Credit Issuer hereunder with respect to all Letters
of Credit outstanding as of the effective date of its resignation or replacement as Letter of Credit Issuer and all Letter of
Credit Obligations with respect thereto, including the right to require the Lenders to make Revolving Credit Loans or fund risk
participations in Unpaid Drawings pursuant to Sections 3.3 and 3.4. At the time such resignation or replacement shall become effective,
the Borrower shall pay to Barclays Bank PLC all accrued and unpaid fees pursuant to Sections 4.1(b) and 4.1(d). After such
resignation or replacement, Barclays Bank PLC shall not be required to issue additional Letters of Credit or amend or renew existing
Letters of Credit or issue additional Swingline Loans. If Barclays Bank PLC resigns as Swingline Lender, it shall retain all the
rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective
date of such resignation, including the right to require the Lenders to make Revolving Credit Loans or fund risk participations
in outstanding Swingline Loans pursuant to Section 2.1(d)(ii). Upon the appointment by the Borrower of a successor Letter
of Credit Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender),
(a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
Letter of Credit Issuer or Swingline Lender, as applicable, (b) the retiring Letter of Credit Issuer and Swingline Lender
shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (c) the
successor Letter of Credit Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to Barclays Bank PLC to effectively assume the obligations
of Barclays Bank PLC with respect to such Letters of Credit.


 






    -178-


     


    

 


12.12      Withholding
Tax. To the extent the Administrative Agent reasonably believes that it is required by any Applicable Law, the Administrative
Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax. Without limiting or
expanding the obligations of the Credit Parties under Section 5.4, if the United States Internal Revenue Service or any authority
of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts
paid to or for the account of any Lender (because the appropriate form was not delivered, was not properly executed, or because
such Lender failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction
of, withholding tax ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent fully for all
amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including penalties and interest, together
with all expenses incurred, including legal expenses, allocated staff costs and any out-of-pocket expenses. The agreements in
this Section 12.12 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable
hereunder. The Administrative Agent shall be entitled to set off any amounts owing to it under Section 12.12 against any
amounts otherwise payable to the applicable Lender.


 


12.13       Duties
as Collateral Agent and as Paying Agent. Without limiting the generality of Section 12.1 above, the Collateral Agent
shall have the sole and exclusive right and authority (to the exclusion of the Lenders each Hedge Bank and each Cash Management
Bank), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Secured Parties with respect to
all payments and collections arising in connection with the Credit Documents (including in any proceeding described in Section 11.5
or any other proceeds under any other Debtor Relief Laws, and each Person making any payment in connection with any Credit Document
to any Secured Party is hereby authorized to make such payment to the Collateral Agent, (ii) file and prove claims and file
other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding
described in Section 11.5 or any other proceeds under any other Debtor Relief Laws (but not to vote, consent or otherwise
act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purposes of the perfection
of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal
with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the
Liens created or purported to be created by the Credit Documents, (vi) except as may be otherwise specified in any Credit
Document, exercise all remedies given to the Collateral Agent and the other Secured Parties with respect to the Collateral, whether
under the Credit Documents, applicable requirements of law or otherwise, (vii) negotiate the form of any Mortgage and (viii) execute
any amendment, consent or waiver under the Security Documents on behalf of the Secured Parties, to the extent consented to in
accordance with Section 13.1 and the terms thereof; provided, however, that the Collateral Agent hereby appoints,
authorizes and directs each Lender to act as collateral sub-agent for the Collateral Agent and the other Secured Parties for purposes
of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with,
and cash and Cash Equivalents held by such Secured Party and may further authorize and direct the Secured Parties to take further
actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto
to the Collateral Agent, and each Secured Party hereby agrees to take such further actions to the extent, and only to the extent,
so authorized and directed.


 


12.14       Authorization
to Release Liens and Guarantees. The Administrative Agent and the Collateral Agent are hereby irrevocably authorized by each
of the Lenders to effect any release or subordination of Liens or the Guarantees contemplated by Section 13.17 without further
action or consent by the Lenders.


 


12.15       Intercreditor
Agreements. The Collateral Agent is hereby authorized to enter into any Customary Intercreditor Agreement to the extent contemplated
by the terms hereof, and the parties hereto acknowledge that such Customary Intercreditor Agreement is binding upon them. Each
Lender (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of the Customary Intercreditor
Agreement and (b) hereby authorizes and instructs the Collateral Agent to enter into the Customary Intercreditor Agreement
and to subject the Liens on the Collateral securing the Obligations to the provisions thereof. In addition, each Lender hereby
authorizes the Collateral Agent to enter into (i) any amendments to any Customary Intercreditor Agreement, and (ii) any
other intercreditor arrangements, in the case of clauses (i), and (ii) to the extent required to give effect to the establishment
of intercreditor rights and privileges as contemplated and required by Section 10.2 of this Agreement.


 


Each Lender acknowledges
and agrees that any of the Agents (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Representative”
or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto and/or
under a Customary Intercreditor Agreement. Each Lender waives any conflict of interest, now contemplated or arising hereafter,
in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages
or liabilities of whatever kind or nature relating thereto.


 






    -179-


     


    

 


12.16       Secured
Cash Management Agreements and Secured Hedge Agreements. Except as otherwise expressly set forth herein or in any Guarantee
or any Security Document, no Cash Management Bank or Hedge Bank that obtains the benefits of any Guarantee or any Collateral by
virtue of the provisions hereof or of any Guarantee or any 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 Credit Document or otherwise in respect of the Collateral
(including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the
extent expressly provided in the Credit Documents. Notwithstanding any other provision of this Section 12 to the contrary,
the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made
with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements unless the Administrative
Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent
may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.


 


12.17       Administrative
Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial
proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then
be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall
have made any demand on the 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, Letter of
Credit Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders, the Letter of Credit Issuer and the Administrative Agent (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, Letter of Credit Issuer and the Administrative
Agent and their respective agents and counsel and all other amounts due the Lenders, Letter of Credit Issuer and the Administrative
Agent under Sections 4.1 and 13.5) allowed in such judicial proceeding; and


 


(b)           to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by
each Lender and the Letter of Credit Issuer 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 and Letter of Credit Issuer, 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 the Administrative Agent under Sections 4.1 and 13.5.


 


Nothing contained
herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender
or the Letter of Credit Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or
the rights of any Lender or Letter of Credit Issuer or to authorize the Administrative Agent to vote in respect of the claim of
any Lender or Letter of Credit Issuer in any such proceeding.


 






    -180-


     


    

 


The Secured Parties
hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion
of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant
to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code
of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar laws
in any other jurisdictions to which a Credit Party is subject, (b) at any other sale or foreclosure or acceptance of collateral
in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action
or otherwise) in accordance with any Applicable Law. In connection with any such credit bid and purchase, the Obligations owed
to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to
contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon
the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating
the contingent interests) in the asset or assets so purchased (or in the Capital Stock or debt instruments of the acquisition
vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent
shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance
of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition
vehicle or vehicles, including any disposition of the assets or Capital Stock thereof shall be governed, directly or indirectly,
by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving pro forma effect to
the limitations on actions by the Required Lenders contained in clauses (i) through (vii) of Section 13.1
of this Agreement, (iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition
vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion
of any Capital Stock and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations
to be credit bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to
the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as
a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds
the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to
the Lenders pro rata and the Capital Stock and/or debt instruments issued by any acquisition vehicle on account of the Obligations
that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or
any acquisition vehicle to take any further action.


 


SECTION 13.     Miscellaneous.


 


13.1         Amendments
and Waivers. Except as expressly set forth in this Agreement, neither this Agreement nor any other Credit Document (other
than the Fee Letter), nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions
of this Section 13.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative
Agent and/or the Collateral Agent shall, from time to time, (a) enter into with the relevant Credit Party or Credit Parties
written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions
to this Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or the Credit Parties hereunder
or thereunder or (b) waive, on such terms and conditions as the Required Lenders, the Administrative Agent and/or the Collateral
Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Credit Documents
or any Default or Event of Default and its consequences; provided, however, that no such waiver, amendment, supplement
or modification shall directly:


 


(i)            without
the written consent of each Lender directly and adversely affected thereby:


 


(A)            reduce
or forgive the principal of any Loan (it being understood that a waiver of any condition precedent set forth in Section 6
and 7 or waiver or amendment of any Default, Event of Default or mandatory prepayment shall not constitute a reduction or forgiveness
of principal);


 


(B)            extend
the date of any scheduled amortization payment (including any scheduled Initial Term Loan Repayment Date or any date scheduled
for the repayment of any installment of Incremental Term Loans) or the final scheduled maturity date of any Loan (other than as
a result of waiving the conditions precedent set forth in Sections 6 and 7 or other than as a result of a waiver or amendment
of any Default, Event of Default or mandatory prepayment (which shall not constitute an extension, forgiveness or postponement
of any maturity date)); provided that the foregoing shall not apply to extensions effected in accordance with Section 2.15;


 


(C)            reduce
the amount of any fee payable hereunder or reduce the stated interest rate applicable to the Loans (it being understood that any
change (x) to the definition of “Consolidated First Lien Debt to Consolidated EBITDA Ratio” or (y) in the
component definitions thereof shall not constitute a reduction in the rate); provided that only the consent of the Required
Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the “default rate,”
(ii) to amend Section 2.8(c) or (iii) to waive any requirement of Section 2.14(b);


 






    -181-


     


    

 



 


(D)            extend
the date for the payment of any interest or fee payable hereunder (other than as a result of waiving the applicability of any
post-default increase in interest rates and other than as a result of a waiver or amendment of any Default, Event of Default or
mandatory prepayment (which shall not constitute an extension, forgiveness or postponement of any date for payment of principal,
interest or fees));


 


(E)            extend
the final expiration date of any Lender’s Commitment (provided that any Lender, upon the request of the Borrower,
may extend the final expiration date of its Commitments without the consent of any other Lender, including the Required Lenders);
provided that the foregoing shall not apply to extensions effected in accordance with Section 2.15;


 


(F)            extend
the final expiration date of any Letter of Credit beyond the date specified in Section 3.1(b);


 


(G)           increase
the aggregate amount of any Commitment of any Lender (other than (i) with respect to any Incremental Facility to which such
Lender has agreed, (ii) as a result of waiving the conditions precedent set forth in Sections 6 and 7 or (iii) as a
result of a waiver or amendment of any Default or Event of Default (which shall not constitute an extension or increase of any
commitment));


 


(H)           decrease
or forgive any Repayment Amount; or


 


(I)            amend
Section 5.4 of the Security Agreement or Section 12(b) of the Pledge Agreement;


 


provided
that any amendment, modification or waiver contemplated in clause (i) above shall only require the consent of
the Lenders expressly set forth therein and not the Required Lenders or any other majority or required percentage of Lenders of
any Class of Loans or Commitments.


 


(ii)              reduce
the percentages specified in the definition of the term “Required Revolving Credit Lenders” without the written
consent of all Revolving Credit Lenders, or


 


(iii)            amend,
modify or waive any provision of this Section 13.1 or reduce the percentages specified in the definition of the term “Required
Lenders” or consent to the assignment or transfer by the Borrower of its rights and obligations under any Credit Document
to which it is a party (except as permitted pursuant to Section 10.3), in each case without the written consent of each Lender,
or


 


(iv)            amend,
modify or waive any provision of Section 12 without the written consent of then-current Administrative Agent and/or the Collateral
Agent, as applicable, or


 


(v)             amend,
modify or waive any provision of Section 2.16 (to the extent applicable to it) or Section 3 without the written consent
of the Letter of Credit Issuer, or


 


(vi)            amend,
modify or waive any provisions hereof relating to Swingline Loans without the written consent of the Swingline Lender, or


 


(vii)           subject
to any applicable Customary Intercreditor Agreement, release all or substantially all of the value of the Guarantors under the
Guarantee (except as expressly permitted by the Guarantee), or release all or substantially all of the Collateral under the Security
Documents (except as expressly permitted by the Security Documents), in each case without the prior written consent of each Lender.


 






    -182-


     


    

 


provided,
further, that (A) any waiver, amendment or modification of this Agreement that by its terms affects the rights or
duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans
or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by Holdings, the Borrower,
and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under
this Section if such Class of Lenders were the only Class of Lenders hereunder at the time and (B) any provision
of this Agreement or any other Credit Document may be amended by an agreement in writing entered into by Holdings, the Borrower
and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency (including, without limitation, amendments,
supplements or waivers to any of the Security Documents, guarantees, intercreditor agreements or related documents executed by
any Credit Party or any other Subsidiary in connection with this Agreement if such amendment, supplement or waiver is delivered
in order to cause such Security Documents, guarantees, intercreditor agreements or related documents to be consistent with this
Agreement and the other Credit Documents), so long as, in each case, the Lenders shall have received at least five Business Days’
prior written notice thereof 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;
provided that the consent of the Lenders or the Required Lenders, as the case may be, shall not be required to make any
such changes necessary to be made in connection with (w) any borrowing of Incremental Term Loans to effect the provisions
of Section 2.14, (x) the provision of any Incremental Revolving Credit Commitment Increase or any Additional/Replacement
Revolving Credit Commitments, (y) in connection with an amendment that addresses solely a re-pricing transaction in which
any Class of Term Loans is refinanced with a replacement Class of term loans bearing (or is modified in such a manner
such that the resulting term loans bear) a lower Effective Yield for which only the consent of the Lenders holding Term Loans
subject to such permitted repricing transaction that will continue as a Lender in respect of the repriced tranche of Term Loans
or modified Term Loans or (z) changes otherwise to effect the provisions of Section 2.14, 2.15, 2.17 or 10.2(a) and
(C) Holdings, the Borrower and the Administrative Agent may, without the input or consent of the other Lenders, (i) negotiate
the form of any Mortgage as may be necessary or appropriate in the opinion of the Collateral Agent and (ii) effect changes
to this Agreement that are necessary and appropriate to provide for the mechanics contemplated by the offering process set forth
in Section 13.6(g)(i)(B) herein.


 


Notwithstanding the
foregoing, only the consent of the Required Revolving Credit Lenders shall be required to (and only the Required Revolving Credit
Lenders shall have the ability to) waive, amend, supplement or modify the covenant set forth in Section 10.10 (including
any defined terms as they relate thereto).


 


Notwithstanding the
foregoing, the Administrative Agent and the Collateral Agent may, without the consent of any Lender, enter into any amendment
to the Security Documents or a Customary Intercreditor Agreement contemplated by Section 10.2(a) or 10.2(u).


 


To the extent notice
has been provided to the Administrative Agent pursuant to the definition of Credit Agreement Refinancing Indebtedness, Permitted
Additional Debt or Permitted Refinancing Indebtedness or pursuant to Sections 2.14(c), 10.1(k)(i)(F) or 10.1(s) with
respect to the inclusion of any Previously Absent Financial Maintenance Covenant, this Agreement shall be automatically and without
further action on the part of any Person hereunder and notwithstanding anything to the contrary in this Section 13.1 deemed
modified to include such Previously Absent Financial Maintenance Covenant on the date of the Incurrence of the applicable Indebtedness
to the extent required by the terms of such definition or section.


 


13.2            Notices;
Electronic Communications. Notices and other communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:


 


(a)          if
to the Borrower, Holdings or any other Credit Party, to it at:


 


MPH Acquisition Holdings LLC
or MPH Acquisition Corp 1


c/o MultiPlan


535 East Diehl Road


Naperville, IL 60563


Attention: Chief Financial Officer


Tel: [          ]


Facsimile: [         
]


 






    -183-


     


    




 


(b)          if
to the Administrative Agent, to it at:


 


For purposes of Borrowing, Continuation/Conversion
and Prepayment notices:


 


Barclays Bank PLC


700 Prides Crossing


Newark, DE 19713


Attention: Jason Jones


Tel: [         
]


Electronic mail: [         
]


 


For any other purpose:


 


Barclays Bank PLC


745 7th Avenue


24th Floor


New York, NY 10019


Attention: Christine Aharonian


Tel: [         
]


Electronic mail: [         
]


 


(c)          if
to the Collateral Agent, to it at:


 


Barclays Bank PLC


745 7th Avenue


24th Floor


New York, NY 10019


Attention: Christine Aharonian


Tel: [         
]


Electronic mail: [         
]


 


(d)          if
to Barclays Bank PLC, as Letter of Credit Issuer, to it at:


 


Barclays Bank PLC


745 7th Avenue


24th Floor


New York, NY 10019


Attention: LC Department


Electronic mail: [         
]


 


(e)          if
to Barclays Bank PLC, as Swingline Lender, to it at:


 


Barclays Bank PLC


700 Prides Crossing


Newark, DE 19713


Attention: Jason Jones


Tel: [         
]


Electronic mail: [         
]


 


(f)          if
to a Lender or other Letter of Credit Issuer, to it at its address (or fax number) set forth on Schedule 13.2 or in the Assignment
and Acceptance, Incremental Agreement or documents relating to any Refinancing pursuant to which such Lender shall have become
a party hereto.


 






    -184-


     


    

 


All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given
on the date of receipt if delivered by hand or overnight courier service or sent by fax or on the date five Business Days after
dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party
as provided in this Section 13.2 or in accordance with the latest unrevoked direction from such party given in accordance
with this Section 13.2. As agreed to among Holdings, the Borrower, the Administrative Agent, the Collateral Agent and the
applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the email address of
a representative of the applicable Person provided from time to time by such Person.


 


The Borrower hereby
agrees, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred to below has not
been provided by the Administrative Agent to the Borrower, that it will, or will cause its Subsidiaries to, provide to the Administrative
Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the
Credit Documents or to the Lenders under Section 9, including all notices, requests, financial statements, financial and
other reports, certificates and other information materials, but excluding any such communication that (i) is or relates
to a Notice of Borrowing or a notice pursuant to Section 2.6, (ii) relates to the payment of any principal or other
amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default
under this Agreement or any other Credit Document or (iv) is required to be delivered to satisfy any condition precedent
to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications
being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft
medium that is properly identified in a format reasonably acceptable to the Administrative Agent to an electronic mail address
as directed by the Administrative Agent. In addition, the Borrower agrees, and agrees to cause its Subsidiaries, to continue to
provide the Communications to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Credit
Documents but only to the extent requested by the Administrative Agent.


 


The
Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders materials and/or information
provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the
Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and (b) certain
of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public
information with respect to Holdings (or any Parent Entity thereof) or the Borrower or any of their respective securities) (each,
a “Public Lender”). The Borrower hereby agrees that (x) by marking Borrower Materials “PUBLIC,”
the Borrower shall be deemed to have authorized the Agents and the Lenders to treat the Borrower Materials as not containing any
material non-public information with respect to Holdings (or any Parent Entity thereof) or the Borrower or any of their respective
securities for purposes of United States federal securities laws (provided, however, that to the extent such Borrower Materials
constitute Information, they shall be treated as set forth in Section 13.16); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated as “Public Investor”; and (z) the
Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the
following Borrower Materials shall be deemed to be marked “PUBLIC” unless the Borrower notifies the Administrative
Agent promptly that any such document contains material non-public information: (1) the Credit Documents, (2) notification
of changes in the terms of the Credit Facilities and (3) all information delivered pursuant to Section 9.01(a) and
(b).


 


Each Public Lender
agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private
Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public
Lender or its delegate, in accordance with such Public Lender’s compliance procedures and Applicable Law, including United
States federal securities laws, to make reference to Communications that are not made available through the “Public Side
Information” portion of the Platform and that may contain material non-public information with respect to Holdings (or any
Parent Entity thereof) or the Borrower or any of their respective securities for purposes of United States federal securities
laws.


 






    -185-


     


    

 


THE PLATFORM IS
PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED
PARTIES WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS
LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING
ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES
OR OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS
OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY CREDIT PARTY,
ANY LENDER, ANY OTHER AGENT OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE)
ARISING OUT OF ANY CREDIT PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET
OR NOTICES THROUGH THE PLATFORM, ANY OTHER ELECTRONIC PLATFORM OR ELECTRONIC MESSAGING SERVICE, EXCEPT TO THE EXTENT THE
LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL DECISION BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S
GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT.


 


The Administrative
Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute
effective delivery of the Communications to the Administrative Agent for purposes of the Credit Documents. Each Lender agrees
that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform
shall constitute effective delivery of the Communications to such Lender for purposes of the Credit Documents. Each Lender agrees
to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s
e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent
to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice
or other communication pursuant to any Credit Document in any other manner specified in such Credit Document.


 


The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even
if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation
thereof. All telephonic notices to the Administrative Agent may be recorded by the Administrative Agent, and each of the parties
hereto hereby consents to such recording.


 


The words “execution,”
 “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 Acceptances, amendments
or other modifications, Notices of Borrowing, waivers and consents) shall be deemed to include electronic signatures or the keeping
of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable
Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.


 


13.3            No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the
Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate
as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers
and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


 


13.4            Survival
of Representations and Warranties. All representations and warranties made hereunder, in the other Credit Documents and in
any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery
of this Agreement and the making of the Loans hereunder.


 






    -186-


     


    

 


13.5            Payment
of Expenses; Indemnification.


 


(a)              The
Borrower agrees (i) to pay or reimburse each of the Agents, the Lead Arrangers and the Joint Bookrunners for all their reasonable
and documented or invoiced out-of-pocket costs and expenses (without duplication) associated with the syndication of the Initial
Term Loan Facility and the Revolving Credit Facility and incurred in connection with the development, preparation, execution and
delivery of, and any amendment, supplement, modification to, waiver and/or enforcement of this Agreement and the other Credit
Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of Davis Polk &
Wardwell LLP and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include
a single special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such consent
not to be unreasonably withheld or delayed), and (ii) to pay or reimburse each of the Agents for all their reasonable and
documented or invoiced out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights
under this Agreement, the other Credit Documents and any such other documents, including the reasonable fees, disbursements and
other charges of one firm or counsel to the Agents, and, to the extent necessary, a single firm of local counsel in each appropriate
local jurisdiction (which may include a single special counsel acting in multiple jurisdictions) or otherwise retained with the
Borrower’s consent (such consent not to be unreasonably withheld or delayed), and (iii) to pay, indemnify and hold
harmless each Lender, each Agent, the Letter of Credit Issuer, the Swingline Lender, each Lead Arranger and each Joint Bookrunner
and their respective Related Parties (without duplication) (the “Indemnified Parties”) from and against any
and all losses, claims, damages, liabilities or penalties (collectively, “Losses”) of any kind or nature whatsoever
and the reasonable and documented or invoiced out-of-pocket expenses, joint or several, to which any such Indemnified Party may
become subject, in each case to the extent of any such Losses and related expenses, to the extent arising out of, resulting from,
or in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation
of the foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a
party thereto or whether or not such Proceeding was brought by the Borrower, its equity holders, affiliates or creditors or any
other third person) and, subject to Section 13.5(e), to reimburse each such Indemnified Party promptly for any reasonable
and documented or invoiced out-of-pocket fees and expenses incurred in connection with investigating, responding to or defending
any of the foregoing (which in the case of legal fees shall be limited to the reasonable and documented or invoiced out-of-pocket
fees, expenses, disbursements and other charges of a single firm of counsel for all Indemnified Parties, taken as a whole and,
to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may include a single special
counsel acting in multiple jurisdictions) (and, in the case of an actual or perceived conflict of interest where the Indemnified
Party affected by such conflict notifies the Borrower of any existence of such conflict and in connection with the investigating,
responding to or defending any of the foregoing has retained its own counsel, of one other firm of counsel for such affected Indemnified
Party)), relating to the Transactions or the execution, delivery, enforcement, performance and administration of this Agreement,
the other Credit Documents and any such other documents or the use of the proceeds of the Loans or Letters of Credit (all the
foregoing in this clause (iii), collectively, the “indemnified liabilities”); provided that this clause
(iii) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax
claim; and provided, further, that the Borrower shall have no obligation hereunder to any Indemnified Party with
respect to indemnified liabilities to the extent arising from (a) the gross negligence, bad faith or willful misconduct of
such Indemnified Party or any of its Related Parties as determined in a final and non-appealable decision of a court of competent
jurisdiction, (b) a material breach of the obligations of such Indemnified Party or any of its Affiliates under the terms
of this Agreement or any other Credit Document by such Indemnified Party or any of its Affiliates as determined in a final and
non-appealable decision of a court of competent jurisdiction, (c) in addition to clause (b) above, in the case of any
Proceeding initiated by Holdings, the Borrower or any Restricted Subsidiary against the relevant Indemnified Party, a breach of
the obligations of such Indemnified Party or its Related Parties under the terms of this Agreement or any other Credit Document
as determined in a final and non-appealable decision by a court of competent jurisdiction, or (d) any Proceeding brought
by any Indemnified Party against any other Indemnified Party that does not involve an act or omission by Holdings, the Borrower
or its Restricted Subsidiaries; provided that each of the Agents, the Letter of Credit Issuer, the Swingline Lender, the
Lead Arrangers and the Joint Bookrunners, in each case to the extent fulfilling their respective roles in their capacities as
such, shall remain indemnified in respect of such a Proceeding, to the extent that none of the exceptions set forth in clause
(a), (b) or (c) of the immediately preceding proviso applies to such Person at such time. All amounts payable under
this Section 13.5(a) shall be paid within 30 days after receipt by the Borrower of an invoice relating thereto setting
forth such expense in reasonable detail. The agreements in this Section 13.5 shall survive repayment of the Loans and all
other amounts payable hereunder.


 






    -187-


     


    

 


(b)            No
Credit Party nor any Indemnified Party shall have any liability for any special, punitive, indirect or consequential damages (including
any loss of profits, business or anticipated savings) in connection with this Agreement or any other Credit Document or arising
out of its activities in connection herewith or therewith (whether before or after the Closing Date); provided that the foregoing
shall not limit the Borrower’s indemnification and reimbursement obligations to the Indemnified Parties pursuant to Section 13.5(a)(iii),
to the extent that such special, punitive, indirect or consequential damages are included in any claim by a third party unaffiliated
with any of the Indemnified Parties with respect to which the applicable Indemnified Party is entitled to indemnification under
Section 13.5(a)(iii). No Indemnified Party 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 Credit Documents or the transactions contemplated hereby or thereby, except
to the extent that such damages have resulted from the willful misconduct, bad faith or gross negligence of any Indemnified Party
or any of its Related Parties as determined by a final and non-appealable decision of a court of competent jurisdiction.


 


(c)            No
Credit Party shall be liable for any settlement of any Proceeding effected without written consent of the Borrower (which consent
shall not be unreasonably withheld or delayed), but if settled with the Borrower’s written consent or if there is a final
and non-appealable judgment by a court of competent jurisdiction for the plaintiff in any such Proceeding, each Credit Party agrees
to indemnify and hold harmless each Indemnified Party from and against any and all Losses and reasonable and documented or invoiced
legal or other out-of-pocket expenses by reason of such settlement or judgment in accordance with and to the extent provided in
the other provisions of this Section 13.5. If any Person has reimbursed any Indemnified Party for any legal or other expenses
in accordance with such request and there is a final and non-appealable determination by a court of competent jurisdiction that
the Indemnified Party was not entitled to indemnification or contribution rights with respect to such payment pursuant to this
Section 13.5, then the Indemnified Party shall promptly refund such amount.


 


(d)            No
Credit Party shall without the prior written consent of any Indemnified Party (which consent shall not be unreasonably withheld
or delayed, it being understood that the withholding of consent due to non-satisfaction of any of the conditions described in
clauses (i) and (ii) of this sentence shall be deemed reasonable), effect any settlement of any pending or threatened
Proceeding in respect of which indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes
an unconditional release of such Indemnified Party in form and substance reasonably satisfactory to such Indemnified Party from
all liability or claims that are the subject matter of such Proceeding and (ii) does not include any statement as to or any
admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Party.


 


(e)            In
case any proceeding is instituted involving any Indemnified Party for which indemnification is to be sought hereunder by such
Indemnified Party, then such Indemnified Party will promptly notify the Borrower of the commencement of any proceeding; provided,
however, that the failure to do so will not relieve the Borrower from any liability that it may have to such Indemnified
Party hereunder, except to the extent that the Borrower is materially prejudiced by such failure. Notwithstanding the above, following
such notification, the Borrower may elect in writing to assume the defense of such proceeding, and, upon such election, the Borrower
will not be liable for any legal costs subsequently incurred by such Indemnified Party (other than reasonable costs of investigation
and providing evidence) in connection therewith, unless (i) the Borrower has failed to provide counsel reasonably satisfactory
to such Indemnified Party in a timely manner, (ii) counsel provided by the Borrower reasonably determines its representation
of such Indemnified Party would present it with a conflict of interest or (iii) the Indemnified Party reasonably determines
that there are actual conflicts of interest between the Borrower and the Indemnified Party, including situations in which there
may be legal defenses available to the Indemnified Party which are different from or in addition to those available to the Borrower.


 


13.6            Successors
and Assigns; Participations and Assignments; Etc.


 


(a)              The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate of the Letter of Credit Issuer that issues any Letter of Credit), except
that (i) except as set forth in Section 10.3, the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower
without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations
hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate
of the Letter of Credit Issuer that issues any Letter of Credit), Participants (to the extent provided in Section 13.6(d))
and, to the extent expressly contemplated hereby, the Indemnified Parties) any legal or equitable right, remedy or claim under
or by reason of this Agreement.


 






    -188-


     


    

 


(b)            (i)      Subject
to the conditions set forth in paragraph 13.6(b)(ii), any Lender may assign to one or more Eligible Assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing
to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:


 


(A)            the
Borrower; provided that no consent of the Borrower shall be required (x) for an assignment of any Term Loan to a Lender,
an Affiliate of a Lender or an Approved Fund (unless increased costs would result therefrom) or from a Principal Investor to any
other Principal Investor or (y) if an Event of Default under Section 11.1 or an Event of Default with respect to the
Borrower under Section 11.5 has occurred and is continuing; provided, further, that the Borrower shall be deemed
to have consented to any such assignment of a Term Loan unless it shall object thereto by written notice to the Administrative
Agent within ten Business Days after having received written notice thereof; provided, further, that it shall be understood that,
without limitation, the Borrower shall have the right to withhold its consent to any assignment 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 Governmental Authority, and


 


(B)             (i)      in
the case of Term Loans or Commitments in respect of Term Loans, the Administrative Agent; 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 or to any Purchasing Borrower Party or any Affiliated Lender, or from a Principal Investor to any other Principal Investor
and (ii) in the case of Revolving Credit Commitments, Revolving Credit Loans, Additional/Replacement Revolving Credit Commitments
or Additional/Replacement Revolving Credit Loans, the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer.


 


Notwithstanding
the foregoing or anything to the contrary set forth herein, any assignment of any Loans to a Purchasing Borrower Party or any
Affiliated Lender shall also be subject to the requirements of Section 13.6(g).


 


(ii)            Assignments
shall be subject to the following additional conditions:


 


(A)            except
in the case of (i) an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) an assignment of
the entire remaining amount of the assigning Lender’s Commitments or Loans of the applicable Class, the amount of the Commitments
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, in the case of Revolving Credit Commitments
or Revolving Credit Loans, Additional/Replacement Revolving Credit Commitments or Additional/Replacement Revolving Credit Loans,
$5,000,000 (or an integral multiple of $1,000,000 in excess thereof), or, in the case of Initial Term Loan Commitments, Incremental
Term Loan Commitments or Term Loans, $1,000,000 (or an integral multiple of $1,000,000 in excess thereof), unless each of the
Borrower and the Administrative Agent otherwise consents; provided that no such consent of the Borrower shall be required
if an Event of Default under Section 11.1 or Section 11.5 with respect to the Borrower has occurred and is continuing;
provided, further, that contemporaneous assignments to a single assignee made by Affiliated Lenders or related Approved
Funds or by a single assignor to related Approved Funds shall be aggregated for purposes of meeting the minimum assignment amount
requirements stated above;


 


(B)             subject
to the terms of Section 13.7(c), the parties to each assignment shall (x) execute and deliver to the Administrative
Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent or (y) if previously
agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Acceptance, in
each case, together with a processing fee of $3,500 (it being understood that such recordation fee shall not apply to any assignment
by any of the Lead Arrangers, Joint Bookrunners or any of their respective Affiliates hereunder in connection with the primary
syndication of the Initial Term Loan Facility, or any assignment by any Principal Investor to any other Principal Investor); provided
that the Administrative Agent may, in its sole discretion, elect to waive or reduce such processing and recordation fee in
the case of any assignment, including assignments effected pursuant to the provisions of Section 13.7; and


 






    -189-


     


    

 


(C)            the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax form required by Section 5.4 and
an administrative questionnaire in a form approved by the Administrative Agent in which the assignee designates one or more credit
contacts to whom all syndicate-level information (which may contain material non-public information about the Credit Parties and
their Related Parties or their respective securities) will be made available and who may receive such information in accordance
with the assignee’s compliance procedures and Applicable Laws, including Federal and state securities laws.


 


(D)            each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Loan or the Commitment assigned, except that this clause (D) shall not prohibit
any Lender from assigning all or a portion of its rights and obligations among separate tranches of Loans (if any) on a non-pro
rata basis.


 


Notwithstanding the
foregoing or anything to the contrary set forth herein (i) any assignment of any Loans or Commitments to a Purchasing Borrower
Party or an Affiliated Lender shall also be subject to the requirements set forth in Section 13.6(g) and (ii) no
natural person may be an Eligible Assignee with respect to any Loans or Commitments.


 


For the purpose of this Section 13.6(b),
the term “Approved Fund” has the following meaning:


 


“Approved
Fund” means any Person (other than a natural person) that is primarily engaged or advises funds or other investment
vehicles that are engaged in making, purchasing, holding or investing in commercial loans, bonds and similar extensions of credit
or securities in the ordinary course of business and that is administered, advised or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.


 


(iii)            Subject
to acceptance and recording thereof pursuant to Section 13.6(b)(vi), 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 and subject to the
requirements of Sections 2.10, 2.11, 5.4 and 13.5); provided that, except to the extent otherwise expressly agreed by the
affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any other party hereto
against such Defaulting Lender arising from such Lender’s having been a Defaulting Lender. Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with this Section 13.6 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 Section 13.6(d).


 






    -190-


     


    

 


(iv)            By
executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed
to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that
it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Initial
Term Loan Commitment, Incremental Term Loan Commitment, Revolving Credit Commitment and Additional/Replacement Revolving
Credit Commitment, and the outstanding balances of its Loans, in each case without giving pro forma effect to assignments thereof
which have not become effective, are as set forth in such Assignment and Acceptance, (B) except as set forth in (A) above,
such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties
or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement, any other Credit Document or any other instrument or document furnished pursuant hereto,
or the financial condition of Holdings, the Borrower or any Subsidiary or the performance or observance by Holdings, the Borrower
or any Subsidiary of any of its obligations under this Agreement, any other Credit Document or any other instrument or document
furnished pursuant hereto; (C) such assignee represents and warrants that it is legally authorized to enter into such Assignment
and Acceptance; (D) such assignee confirms that it has received a copy of this Agreement, together with copies of the most
recent financial statements referred to in Section 8.9 or delivered pursuant to Section 9.1 and such other documents
and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance;
(E) such assignee will independently and without reliance upon the Administrative Agent, the Collateral Agent, such assigning
Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under this Agreement; (F) such assignee appoints and authorizes the
Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this
Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, respectively,
by the terms hereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it
will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed
by it as a Lender.


 


(v)            The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at the Administrative Agent’s
Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amount of the Loans (and interest thereon) and any payment made by the Letter
of Credit Issuer under any Letter of Credit owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
Further, the Register shall contain the name and address of the Administrative Agent and the lending office through which each
such Person acts under this Agreement. The entries in the Register shall be conclusive, absent manifest error, and the Borrower,
the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Lenders shall treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register, as in effect at the close of business on the preceding Business Day, shall be available
for inspection by (x) the Borrower, the Letter of Credit Issuer and the Collateral Agent and (y) any Lender (solely
with respect to its own outstanding Loans and Commitments), at any reasonable time and from time to time upon reasonable prior
notice.


 


(vi)            Upon
its receipt of and, if required, consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an
assignee, the assignee’s completed administrative questionnaire and any tax form required by Section 5.4 (unless the
assignee shall already be a Lender hereunder) and any written consent to such assignment required by Section 13.6(b)(i),
the Administrative Agent shall promptly accept such Assignment and Acceptance and record the information contained therein in
the Register. No assignment shall be effective for purposes of this Agreement unless and until it has been recorded in the Register
as provided in this paragraph.


 


(c)            Notwithstanding
any provision to the contrary, any Lender may assign to one or more wholly owned special purpose funding vehicles (each, an “SPV”)
all or any portion of its funded Loans (without the corresponding Commitment), without the consent of any Person or the payment
of a fee, by execution of a written assignment agreement in a form agreed to by such assigning Lender and such SPV, and may grant
any such SPV the option, in such SPV’s sole discretion, to provide the Borrower all or any part of any Loans that such assigning
Lender would otherwise be obligated to make pursuant to this Agreement. Such SPVs shall have all the rights which a Lender making
or holding such Loans would have under this Agreement, but no obligations. Any such assigning Lender shall remain liable for all
its original obligations under this Agreement, including its Commitment (although the unused portion thereof shall be reduced
by the principal amount of any Loans held by an SPV). Notwithstanding such assignment, the Administrative Agent and the Borrower
may deliver notices to such assigning Lender (as agent for the SPV) and not separately to the SPV unless the Administrative Agent
and the Borrower are requested in writing by the SPV to deliver such notices separately to it. Notwithstanding anything herein
to the contrary, (i) neither the grant to the SPV nor the exercise by any SPV of such option will increase the costs or expenses
or otherwise change the obligations of the Borrower under this Agreement and the other Credit Documents, except, in the case of
Sections 2.10, 2.11, 3.5 or 5.4, where (A) the increase or change results from a change in any Applicable Law after the SPV
becomes an SPV and the assigning Lender notifies the Borrower in writing of such increase or change no later than ninety (90)
days after such change in Applicable Law becomes effective or (B) the grant was made with the Borrower’s prior written
consent, (ii) the assigning Lender shall for all purposes, including the approval of any amendment, waiver or other modification
of any provision of any Credit Document and the receipt of any notices provided by the Administrative Agent and the Borrower (as
agent for the SPV) remain the Lender of record hereunder and (iii) no SPV shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the assigning Lender). The Borrower shall, at the request
of any such assigning Lender, execute and deliver to such Person as such assigning Lender may designate, a Note, substantially
in the form of Exhibit G-1 or G-2, in the amount of such assigning Lender’s original Note to evidence the Loans of
such assigning Lender and related SPV.


 






    -191-


     


    

 


(d)            (i)     Any
Lender may, without the consent of the Borrower, the Administrative Agent, the Collateral Agent, any Letter of Credit Issuer or
the Swingline Lender, sell participations to one or more banks or other entities, other than to any Disqualified Lender (to the
extent that the list of Disqualified Lenders has been made available to the Lenders), Holdings, the Borrower or any of its Subsidiaries,
(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 Collateral Agent, the Letter
of Credit Issuer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. 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 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 the first proviso to Section 13.1 that affects such Participant. Subject to paragraph (d)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits (and subject to the requirements) of Sections 2.10, 2.11,
5.4 and 13.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 13.6(b).
To the extent permitted by Applicable Law, each Participant also shall be entitled to the benefits of Section 13.8(b) as
though it were a Lender; provided such Participant agrees to be subject to Section 13.8(a) as though it were
a Lender.


 


(ii)            A
Participant shall not be entitled to receive any greater payment under Sections 2.10, 2.11, 3.5 or 5.4 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant, unless (A) the entitlement
to a greater payment resulted from a change in any Applicable Law after the Participant became a Participant and the participating
Lender notifies the Borrower in writing of such entitlement to a greater payment no later than ninety (90) days after such change
in Applicable Law becomes effective or (B) the sale of the participation to such Participant is made with the Borrower’s
prior written consent. Each Lender having sold a participation in any of its Obligations, acting as a non-fiduciary agent of the
Borrower solely for this purpose, shall establish and maintain at its address a record of ownership, in which such Lender shall
register by book entry (A) the name and address of each such Participant (and each change thereto, whether by assignment
or otherwise) and (B) the rights, interest or obligation of each such Participant in any Obligation, in any Commitment and
in any right to receive any interest or principal payment hereunder (such register, a “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of its Participant Register (including
the identity of any Participant or any information relating to a Participant’s interest in any Obligation or Commitment)
to any Person except to the extent that such disclosure is necessary to establish that such Obligation or Commitment is in registered
form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall
be conclusive, absent manifest error, and the parties shall treat the Person listed in the Participant Register as the Participant
for all purposes of this Agreement, notwithstanding notice to the contrary.


 


(e)            Any
Lender may, without the consent of the Borrower, the Collateral Agent or the Administrative Agent, at any time pledge or assign
a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any
pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank, and this Section shall not
apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto. In order to facilitate such pledge or assignment, the Borrower hereby agrees that, upon request of any Lender
at any time and from time to time after the Borrower has made its initial borrowing hereunder, the Borrower shall provide to such
Lender, at the Borrower’s own expense, a Note evidencing the Loans owing to such Lender.


 






    -192-


     


    








 


(f)           Subject
to Section 13.16, the Borrower authorizes each Lender to disclose to any Participant, secured creditor of such Lender or
assignee (each, a “Transferee”) and any prospective Transferee any and all financial information in such Lender’s
possession concerning the Borrower and its Affiliates that has been delivered to such Lender by or on behalf of the Borrower and
its Affiliates pursuant to this Agreement or which has been delivered to such Lender by or on behalf of the Borrower and its Affiliates
in connection with such Lender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this
Agreement.


 


(g)           (i) Notwithstanding
anything else to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term Loans to any Purchasing
Borrower Party or any Affiliated Lender in accordance with Section 13.6(b) (which assignment, if to a Purchasing Borrower
Party, will not, except for purposes of making the calculations set forth in Section 5.2(a)(ii), constitute a prepayment
of Loans for any purposes of this Agreement and the other Credit Documents); provided that:


 


(A)          with
respect to any assignment to a Purchasing Borrower Party, no Event of Default has occurred or is continuing or would result therefrom;


 


(B)          with
respect to any such assignment to a Purchasing Borrower Party, either (x) such Purchasing Borrower Party shall offer to all
Lenders within any Class of Term Loans (but not, for the avoidance of doubt, to every Class) to buy the Term Loans within
such Class on a pro rata basis based on the then outstanding principal amount of all Term Loans of such Class, pursuant
to procedures to be reasonably agreed between the Administrative Agent and the Borrower or (y) such assignment shall be effected
pursuant to an open market purchase;


 


(C)          the
assigning Lender and Purchasing Borrower Party or Non-Debt Fund Affiliate purchasing such Lender’s Term Loans, as applicable,
shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit J or such
other form as shall be reasonably acceptable to the Borrower and the Administrative Agent (an “Affiliated Lender Assignment
and Acceptance”) in lieu of an Assignment and Acceptance;


 


(D)          for
the avoidance of doubt, Lenders shall not be permitted to assign Revolving Credit Commitments, Revolving Credit Loans, Additional/Replacement
Revolving Credit Loans, Additional/Replacement Revolving Credit Commitments, Extended Revolving Credit Commitments or Extended
Revolving Credit Loans to any Purchasing Borrower Party or any Affiliated Lender;


 


(E)           any
Term Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness of
such assignment and will thereafter no longer be outstanding for any purpose hereunder;


 


(F)           no
Purchasing Borrower Party may use the proceeds from Revolving Credit Loans, Extended Revolving Credit Loans or Swingline Loans
or Additional/Replacement Revolving Credit Loans (or any other revolving credit facility that is effective in reliance on Section 10.1(a) or
Section 10.1(u)) to purchase any Term Loans;


 


(G)           no
Term Loan may be assigned to a Non-Debt Fund Affiliate pursuant to this Section 13.6(g) if, after giving pro forma effect
to such assignment, Non-Debt Fund Affiliates in the aggregate would own in excess of 25% of the Term Loans of any Class then
outstanding (determined as of the time of such purchase); and


 


(H)           any
purchases or assignments of Loans by a Purchasing Borrower Party or a Non-Debt Fund Affiliate made through “dutch auctions”
shall (i) be conducted pursuant to procedures to be established by the applicable “auction agent” that are consistent
with this Section 13.6(g)(i) and are otherwise reasonably acceptable to the Borrower and (ii) require that such
Person clearly identify itself as a Purchasing Borrower Party or an Affiliated Lender, as the case may be, in any assignment and
acceptance agreement executed in connection with such purchases or assignments.


 






    -193-


     


    

 


(ii)            Notwithstanding
anything to the contrary in this Agreement, no Non-Debt Fund Affiliate shall have any right to (A) attend (including by telephone)
any meeting or discussions (or portion thereof) among the Administrative Agent, the Collateral Agent or any Lender to which representatives
of the Credit Parties are not invited, (B) receive any information or material prepared by the Administrative Agent, the
Collateral Agent or any Lender or any communication by or among the Administrative Agent, the Collateral Agent and/or one or more
Lenders, except to the extent such information or materials have been made available to any Credit Party or its representatives
(and in any case, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans
required to be delivered to Lenders pursuant to Sections 2, 3, 4 and 5 of this Agreement) or (C) make or bring (or participate
in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against
the Administrative Agent or the Collateral Agent with respect to any duties or obligations or alleged duties or obligations of
such Agent under the Credit Documents or to challenge such Agent’s attorney-client privilege.


 


(iii)            By
its acquisition of Term Loans, a Non-Debt Fund Affiliate shall be deemed to have acknowledged and agreed that if a case under
the Bankruptcy Code is commenced against any Credit Party, such Credit Party shall seek (and each Non-Debt Fund Affiliate shall
consent) to provide that the vote of any Non-Debt Fund Affiliate (in its capacity as a Lender) with respect to any plan of reorganization
or liquidation of such Credit Party shall not be counted except that such Non-Debt Fund Affiliate’s vote (in its capacity
as a Lender) may be counted to the extent any such plan of reorganization or liquidation proposes to treat the Obligations held
by such Non-Debt Fund Affiliate in a manner that is less favorable to such Non-Debt Fund Affiliate than the proposed treatment
of similar Obligations held by Lenders that are not Affiliates of the Borrower; each Non-Debt Fund Affiliate hereby irrevocably
appoints the Administrative Agent (such appointment being coupled with an interest) as such Non-Debt Fund Affiliate’s attorney-in-fact,
with full authority in the place and stead of such Non-Debt Fund Affiliate and in the name of such Non-Debt Fund Affiliate (solely
in respect of Loans and participations therein and not in respect of any other claim or status such Non-Debt Fund Affiliate may
otherwise have) from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument
that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (iii);


 


(iv)            Any
Lender may assign all or a portion of the Term Loans of any Class (but not any Revolving Credit Commitments, Revolving Credit
Loans, Additional/Replacement Revolving Credit Loans, Additional/Replacement Revolving Credit Commitments, Extended Revolving
Credit Loans or Extended Revolving Credit Commitments) held by it to a Debt Fund Affiliate in accordance with Section 13.6(b).


 


(h)              Notwithstanding
anything in Section 13.1 or the definition of “Required Lenders” to the contrary, for purposes of determining
whether the Required Lenders or any other requisite Class vote required by this Agreement have (i) consented (or not
consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Credit Document
or any departure by any Credit Party therefrom, (ii) otherwise acted on any matter related to any Credit Document, or (iii) directed
or required the Administrative Agent, the Collateral Agent or any Lender to undertake any action (or refrain from taking any action)
with respect to or under any Credit Document, (A) all Term Loans held by any Non-Debt Fund Affiliate shall be deemed to be
not outstanding for all purposes of calculating whether the Required Lenders (or requisite vote of any Class of Lenders)
have taken any actions and (B) the aggregate amount of Term Loans held by Debt Fund Affiliates will be excluded to the extent
in excess of 49.9% of the amount required to constitute “Required Lenders” (any such excess amount shall be deemed
to be not outstanding on a pro rata basis among all Debt Fund Affiliates).


 


(i)               Upon
any contribution of Term Loans to the Borrower or any Restricted Subsidiary and upon any purchase of Term Loans by a Purchasing
Borrower Party, (A) the aggregate principal amount (calculated on the face amount thereof) of such Term Loans shall automatically
be cancelled and retired or extinguished by the Borrower on the date of such contribution or purchase (and, if requested by the
Administrative Agent, with respect to a contribution of Term Loans, any applicable contributing Lender shall execute and deliver
to the Administrative Agent an Assignment and Acceptance, or such other form as may be reasonably requested by the Administrative
Agent, in respect thereof pursuant to which the respective Lender assigns its interest in such Loans to the Borrower for immediate
cancellation) and (B) the Administrative Agent shall record such cancellation or retirement or extinguishment in the Register.


 






    -194-


     


    

 


(j)           The
Administrative Agent shall not (a) be required to serve as the auction agent for, or have any other obligations to participate
in (other than mechanical administrative duties), or facilitate any, “dutch auction” unless it is reasonably
satisfied with the terms and restrictions of such auction or (b) have any obligation to participate in, arrange, sell or
otherwise facilitate, and will have no liability in connection with, any open market purchases by any Purchasing Borrower Party.


 


(k)           Notwithstanding
any other provision contained herein:


 


(i)            The
Surviving Company and the Co-Obligors shall have no rights or obligations hereunder until the consummation of the Merger, and
any representations and warranties of the Surviving Company and the Co-Obligors hereunder shall not become effective until such
time. Upon consummation of the Merger, the signature pages to this Agreement submitted on behalf of the Co-Obligors shall
be deemed released, the Surviving Company shall succeed to all the rights and obligations of Merger Sub under this Agreement,
the Surviving Company and the Co-Obligors shall succeed to, or become subject to, all the rights and obligations under the other
Credit Documents to which they are a party and all representations and warranties of the Surviving Company and the Co-Obligors
hereunder shall become effective as of the time of consummation of the Merger, without any further action by any Person;


 


(ii)            The
Surviving Company shall have no rights or obligations hereunder as Holdings until the consummation of the Internal Restructuring,
and any representations and warranties of the Surviving Company in its capacity as Holdings under the Credit Documents shall not
become effective until such time. Upon consummation of the Internal Restructuring, the Surviving Company shall succeed to all
the rights and obligations of Polaris Intermediate as Holdings under this Agreement, and the Surviving Company shall succeed to
all the rights and obligations of Polaris Intermediate under the other Credit Documents to which Holdings is a party, and all
representations and warranties of the Surviving Company in its capacity as Holdings hereunder shall become effective as of the
time of consummation of the Internal Restructuring, without any further action by any Person; and


 


(iii)            MPH
LLC shall have no rights or obligations hereunder in any capacity until the consummation of the Internal Restructuring. Upon consummation
of the Internal Restructuring, MPH LLC shall succeed to all the rights and obligations of the Surviving Company as Borrower under
this Agreement, and MPH LLC shall succeed to all the rights and obligations of the Surviving Company as Borrower under the other
Credit Documents to which the Borrower is a party, and all representations and warranties of MPH LLC in its capacity as Borrower
hereunder shall become effective as of the time of consummation of the Internal Restructuring, without any further action by any
Person.


 


13.7         Replacements
of Lenders Under Certain Circumstances.


 


(a)            The
Borrower, at its sole expense, shall be permitted to replace any Lender (or any Participant) that (i) requests reimbursement
for amounts owing pursuant to Section 2.10, 2.11, 3.5 or 5.4, (ii) is affected in the manner described in Section 2.10(a)(iii) and
as a result thereof any of the actions described in such Section is required to be taken or (iii) becomes a Defaulting
Lender, with a replacement bank, financial institution or other institutional lender or investor that is an Eligible Assignee;
provided that (A) such replacement does not conflict with any Applicable Law, (B) no Event of Default shall have
occurred and be continuing at the time of such replacement, (C) the Borrower shall repay (or such replacement bank, financial
institution or other institutional lender or investor shall purchase, at par) all Loans and pay all other amounts (other than
any disputed amounts) owing to such replaced Lender hereunder (including, for the avoidance of doubt, pursuant to Section 2.10,
2.11, 3.5 or 5.4, as the case may be) and under the other Credit Documents prior to the date of replacement of such Lender, (D) such
replacement bank, financial institution or other institutional lender or investor (if not already a Lender) and the terms and
conditions of such replacement, shall be reasonably satisfactory to the Administrative Agent, (E) the replaced Lender shall
be obligated to make such replacement in accordance with the provisions of Section 13.6 and (F) any such replacement
shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against
the replaced Lender or that the replaced Lender shall have against the Borrower and the other parties for indemnity, contribution,
payment of disputed and other unpaid amounts and otherwise.


 






    -195-


     


    

 


(b)           If
any Lender (such Lender a “Non-Consenting Lender”) has failed to consent to a proposed amendment, modification,
supplement, waiver, discharge or termination, which pursuant to the terms of Section 13.1 requires the consent of all of
the Lenders affected or each Lender and with respect to which the Required Lenders shall have granted their consent, then, provided
no Event of Default has occurred and is continuing, the Borrower shall have the right (unless such Non-Consenting Lender grants
such consent), at its own cost and expense, to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to assign
its Loans and Commitments to one or more Eligible Assignees reasonably acceptable to the Administrative Agent; provided
that (i) all Obligations of the Borrower under this Agreement owing to such Non-Consenting Lender being replaced shall be
paid in full (including any applicable premium under Section 5.1(b)) to such Non-Consenting Lender concurrently with such
assignment, (ii) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal
to the principal amount thereof plus accrued and unpaid interest and other accrued and unpaid amounts thereon, (iii) the
replacement Lender shall consent to the proposed amendment, modification, supplement, waiver, discharge or termination, (iv) all
Lenders required to have consented to such proposed amendment, modification, supplement, waiver, discharge or termination (other
than Non-Consenting Lenders which are simultaneously replaced) shall have consented thereto, and (v) the assignment of such
Non-Consenting Lenders Loans to one or more Eligible Assignees does not otherwise conflict with Applicable Law. In connection
with any such assignment, the Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall
otherwise comply with Section 13.6(a).


 


(c)            Notwithstanding
anything herein to the contrary, each party hereto agrees that any assignment pursuant to the terms of this Section 13.7
may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee and
that the Lender making such assignment need not be a party thereto.


 


13.8         Adjustments;
Set-off.


 


(a)            Except
as otherwise set forth herein, if any Lender (a “Benefited Lender”) shall at any time receive any payment of
all or part of the Loans of any Class and/or the participations in letter of credit obligations or swingline loans held by
it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings
of the nature referred to in Section 11.5, or otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender’s Loans of such Class or participations in letter
of credit obligations or swingline loans, as applicable, such Benefited Lender shall (i) notify the Administrative Agent
of such fact, and (ii) purchase for cash at face value from the other Lenders a participating interest in such portion of
each such other Lender’s Loans of such Class or participations in letter of credit obligations or swingline loans,
as applicable, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall
be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in
accordance with the aggregate principal of their respective Loans of the applicable Class or participations in letter of
credit obligations or swingline loans, as applicable; provided that, (A) if all or any portion of such excess payment or
benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits
returned, to the extent of such recovery, but without interest and (B) the provisions of this paragraph shall not be construed
to apply to (x) any payment made by Holdings, the Borrower or any other Credit Party pursuant to and in accordance with the
express terms of this Agreement and the other Credit Documents, (y) any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its Loans, Commitments or participations in a Letter of Credit Obligations
or Swingline Loans to any assignee or participant or (z) any disproportionate payment obtained by a Lender of any Class as
a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that
Class or any increase in the Applicable Margin (or other pricing term, including any fee, discount or premium) in respect
of Loans or Commitments of Lenders that have consented to any such extension to the extent such transaction is permitted hereunder.
Each Credit Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of set-off
and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in
the amount of such participation.


 






    -196-


     


    

 


(b)        After
the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies of the Lenders provided
by Applicable Law, each Lender, the Swingline Lender and each Letter of Credit Issuer shall have the right, without prior notice
to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by Applicable Law, upon any amount
becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to setoff and
appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in
any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute
or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit
or the account of the Borrower, as the case may be; provided that, in the event that any Defaulting Lender shall exercise
any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further
application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting
Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, each Letter
of Credit Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement
describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off.
Each Lender, the Swingline Lender and each Letter of Credit Issuer agrees promptly to notify the Borrower and the Administrative
Agent after any such set-off and application made by such Person; provided that the failure to give such notice shall not
affect the validity of such set-off and application. Notwithstanding anything in this Section 13.8(b) to the contrary,
no Lender, no Swingline Lender and no Letter Credit Issuer will exercise, or attempt to exercise, any right of set off, banker’s
lien or the like against any deposit account or property of the Borrower or any other credit party held or maintained by such
Lender, Swingline Lender or Letter of Credit Issuer, as applicable, in each case to the extent the deposits or other proceeds
of such exercise, or attempt to exercise, any right of set off, banker’s lien or the like are, or are intended to be or
are otherwise are held out to be applied to the Obligations hereunder or otherwise secured by the Collateral, without the prior
written consent of the Collateral Agent.


 


13.9        Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including
by facsimile or other electronic transmission (i.e., a “pdf” or “tif”)), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all
the parties shall be lodged with Holdings, the Borrower and each Agent.


 


13.10      Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


13.11      Integration.
This Agreement and the other Credit Documents represent the agreement of Holdings, the Borrower, the Administrative Agent, the
Collateral Agent, the Letter of Credit Issuer and the Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Collateral Agent, the Administrative Agent, the Letter of Credit Issuer or
any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents.


 


13.12      GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


13.13      Submission
to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)            submits
for itself and its property in any legal action or proceeding relating to this Agreement and the other Credit Documents to which
it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of
the courts of the State of New York located in the County of New York, the courts of the United States of America for the Southern
District of New York and appellate courts from any thereof;


 


(b)            consents
that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have
to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;


 






    -197-


     


    

 


(c)            agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the applicable party at its respective address set forth
in Section 13.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;


 


(d)            agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the
right to sue in any other jurisdiction; and


 


(e)            waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 13.13 any special, exemplary, punitive or consequential damages.


 


13.14       Acknowledgments.
Each of Holdings and the Borrower hereby acknowledges that:


 


(a)            it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents;


 


(b)            none
of the Administrative Agent, the Collateral Agent, any Lead Arranger, any Joint Bookrunner or any Lender has any fiduciary relationship
with or duty to Holdings or the Borrower arising out of or in connection with this Agreement or any of the other Credit Documents,
and the relationship between the Administrative Agent, the Collateral Agent and the Lenders, on one hand, and Holdings or the
Borrower on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and


 


(c)             no
Joint Venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among Holdings, the Borrower and the Lenders.


 


13.15       WAIVERS
OF JURY TRIAL. HOLDINGS, THE BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, EACH LETTER OF CREDIT ISSUER, THE SWINGLINE
LENDER AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


13.16        Confidentiality.
Each Agent, each Letter of Credit Issuer, the Swingline Lender and each Lender shall hold all non-public information furnished
by or on behalf of Holdings and the Borrower and their Subsidiaries in connection with such Lender’s evaluation of whether
to become a Lender hereunder or obtained by such Lender, such Agent or the Letter of Credit Issuer pursuant to the requirements
of this Agreement (“Confidential Information”) confidential in accordance with its customary procedure for
handling confidential information of this nature and, in the case of a Lender that is a bank, in accordance with safe and sound
banking practices and in any event may make disclosure (a) as required or requested by any Governmental Authority or representative
thereof or regulatory authority having jurisdiction over it (including any self-regulatory authority or representative thereof)
or pursuant to legal process or otherwise as required by Applicable Law based on the reasonable advice of counsel, (b) to
(i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations
under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction
under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder; provided
that, in the case of each of clauses (i) and (ii), the relevant Person is advised of and agrees to be bound by the provisions
of this Section 13.16 or other provisions at least as restrictive as this Section 13.16, (c) to such Lender’s
or such Agent’s or the Letter of Credit Issuer’s trustees, attorneys, professional advisors or independent auditors
or Related Parties, in each case who need to know such information in connection with the administration of the Credit Documents
and are informed of the confidential nature of such information or are subject to customary confidentiality obligations of professional
practice or who agree in writing to be bound by the terms of this paragraph (or language substantially similar to this paragraph)
(and to the extent a person’s compliance is within the control of an Agent, Letter of Credit Issuer or Lender, such Agent,
Letter of Credit Issuer or Lender will be responsible for such compliance), (d) with the written consent of the Borrower,
(e) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of
this Section 13.16, (ii) becomes available to any Agent, any Lender, the Letter of Credit Issuer or any of their respective
Affiliates on a non-confidential basis from a source that is not subject to these confidentiality provisions or (iii) to
the extent such information is independently developed by such Agent, Lender, Letter of Credit Issuer, or Affiliate without the
use of confidential information in breach of this Section 13.16, (f) to rating agencies that are involved in the administration
or monitoring of the Principal Investors’ investment in the Initial Term Loan Facility on a need-to-know basis and who are
informed of the confidential nature of such information and are or have been advised of their obligation to keep such information
confidential (and to the extent such person’s compliance is within the control of a Principal Investor, such Principal Investor
will be responsible for such compliance) (provided that the only information that may be provided under this clause (f) is
information that the Administrative Agent has posted on the Platform) or (g) for purposes of establishing a “due diligence”
defense; provided that unless specifically prohibited by Applicable Law or court order, each Lender, each Agent and the
Letter of Credit Issuer shall notify the Borrower of any request by any Governmental Authority or representative thereof (other
than any such request in connection with an audit or examination of the financial condition of such Lender, such Agent or the
Letter of Credit Issuer by, or questions or requests for information or documents from, such Governmental Authority) for disclosure
of any such non-public information prior to disclosure of such information; and provided, further, that, in no event
shall any Lender, any Agent or the Letter of Credit Issuer be obligated or required to return any materials furnished by Holdings,
the Borrower or any Subsidiary of the Borrower. Each Lender, each Agent and the Letter of Credit Issuer agrees that it will not
provide to prospective Transferees, pledgees referred to in Section 13.16 or to prospective direct or indirect contractual
counterparties under Hedging Agreements to be entered into in connection with Loans made hereunder any of the Confidential Information
unless such Person is advised of and agrees to be bound by the provisions of this Section 13.16. The confidentiality provisions
contained herein shall not prohibit disclosures to any trustee, administrator, collateral manager, servicer, backup servicer,
lender, rating agency or secured party of any SPV in connection with the evaluation, administration, servicing of, or the reporting
on, the assets or securitization activities of such SPV; provided that any such Person is advised of and agrees to be bound
by the provisions of this Section 13.16.


 






    -198-


     


    

 


13.17       Release
of Collateral and Guarantee Obligations; Subordination of Liens.


 


(a)            The
Lenders hereby irrevocably agree that the Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall
be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale, transfer or other
Disposition (including any disposition by means of a distribution or Restricted Payment) of such Collateral (including as part
of or in connection with any other sale, transfer or other Disposition permitted hereunder) to any Person other than another Credit
Party, to the extent such sale, transfer or other Disposition is made in compliance with the terms of this Agreement (and the
Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Credit Party upon its reasonable
request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Credit Party by
a Person that is not a Credit Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved,
authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required
in accordance with Section 13.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor,
upon the release of such Guarantor from its obligations under the Guarantee (in accordance with the second and third succeeding
sentences and Section 25 of the Guarantee), (vi) as required by the Collateral Agent to effect any sale, transfer or
other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents
and (vii) to the extent such Collateral otherwise becomes Excluded Capital Stock or Excluded Property (other than pursuant
to clause (c) of the definition thereof). Any such release shall not in any manner discharge, affect, or impair the Obligations
or any Liens (other than those being released) upon (or Obligations (other than those being released) of the Credit Parties in
respect of) all interests retained by the Credit Parties, including the proceeds of any disposition, all of which shall continue
to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Credit Documents.
Additionally, the Lenders hereby irrevocably agree that the Guarantors shall be released from the Guarantee upon consummation
of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise
becoming an Excluded Subsidiary (including in connection with any designation of an Unrestricted Subsidiary), or, in the case
of a Previous Holdings, in accordance with the conditions set forth in the definition of Holdings. Polaris Intermediate shall
be released from its Guarantee and all of its property released as Collateral automatically upon the effectiveness of the Internal
Restructuring. The Lenders hereby authorize the Administrative Agent and the Collateral Agent, as applicable, 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. Any representation,
warranty or covenant contained in any Credit Document relating to any such Collateral or Guarantor shall no longer be deemed to
be repeated.


 






    -199-


     


    

 


(b)           Notwithstanding
anything to the contrary contained herein or any other Credit Document, when all Obligations (other than (i) Hedging Obligations
in respect of any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management
Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have
been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized
or back-stopped on terms reasonably satisfactory to the Letter of Credit Issuer, upon request of the Borrower, the Administrative
Agent and/or the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such
actions as shall be required to release its security interest in all Collateral, and to release all obligations under any Credit
Document, whether or not on the date of such release there may be any (i) Hedging Obligations in respect of any Secured Hedging
Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and (iii) any contingent
obligations or contingent indemnification obligations not then due and payable. Any such release of Obligations shall be deemed
subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect
of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver,
intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its
property, or otherwise, all as though such payment had not been made.


 


(c)            Notwithstanding
anything to the contrary contained herein or in any other Credit Document, upon reasonable request of the Borrower in connection
with any Liens permitted by the Credit Documents, the Collateral Agent shall (without notice to, or vote or consent of, any Secured
Party) take such actions as shall be required to subordinate the Lien on any Collateral to any Lien permitted under Sections 10.2(c),
(e) (solely as it relates to clauses (c) and (f) of Section 10.2), (f), (k), (l), (m), (n), (o), (q), (r),
(s), (v), (w), (x), (y), (aa), (ff) and clauses (d), (e), (f), (g), (i) and (n) of the definition of “Permitted
Encumbrances.” In addition, notwithstanding anything to the contrary contained herein or in any other Credit Document,
upon reasonable request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or
consent of, any Secured Party) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent
the Administrative Agent or Collateral Agent is otherwise contemplated herein as a party to such subordination or intercreditor
agreements, in each case to the extent consistent with the provisions of Section 12.15.


 


(d)            Notwithstanding
the foregoing or anything in the Credit Documents to the contrary, at the direction of the Required Lenders, the Administrative
Agent may, in exercising remedies, take any and all necessary and appropriate action to effectuate a credit bid of all Loans (or
any lesser amount thereof) for the Credit Parties’ assets in a bankruptcy, foreclosure or other similar proceeding, forbear
from exercising remedies upon an Event of Default, or in a proceeding under any Debtor Relief Law, enter into a settlement agreement
on behalf of all Lenders.


 


13.18        USA
PATRIOT ACT. Each Lender hereby notifies the Borrower and each Credit Party that pursuant to the requirements of the PATRIOT
ACT, it is required to obtain, verify and record information that identifies the Borrower and each Credit Party, which information
includes the name and address of the Borrower and each Credit Party and other information that will allow such Lender to identify
the Borrower and Credit Parties in accordance with the PATRIOT ACT.


 


13.19         Legend.
THE TERM LOANS WILL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT
OF OID, ISSUE DATE AND YIELD TO MATURITY OF THESE TERM LOANS MAY BE OBTAINED BY WRITING TO THE BORROWER AT THE ADDRESS
SET FORTH IN SECTION 13.2.


 






    -200-


     


    

 


13.20      Payments
Set Aside. To the extent that any payment by or on behalf of Holdings or the Borrower is made to any Agent or any Lender,
or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof
is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement
entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection
with any proceeding or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended
to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of
any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment
is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect.


 


13.21      Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of
any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to
the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to
be bound by:


 


(a)         the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)          the
effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)           a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Credit Document; or


 


(iii)           the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


13.22       Co-Obligor
Obligations.


 


(a)            Joint
and Several Liability. In consideration of the establishment of any Commitments and the making of the Loans and issuance of
the Letters of Credit under this Agreement, and of the benefits to the Borrower and the Co-Obligors that are anticipated to result
therefrom, the Borrower and the Co-Obligors agree that, notwithstanding any other provision contained herein or in any other Credit
Document, the Borrower and each of the Co-Obligors shall be fully liable for all of the Obligations, both severally and jointly,
regardless of whether the Borrower actually receives the proceeds of the Loans or the benefit of any other extensions of credit
hereunder. Accordingly, the Borrower and each of the Co-Obligors irrevocably agrees with each Lender and the Administrative Agent
and their respective successors and assigns that they will make prompt payment in full when due (whether at stated maturity, by
acceleration, by optional prepayment or otherwise) of the Obligations, strictly in accordance with the terms thereof. The Borrower
and each of the Co-Obligors hereby further agrees that if any Credit Party shall fail to pay in full when due (whether at stated
maturity, by acceleration, by optional prepayment or otherwise) any of the Obligations, then they will promptly pay the same,
without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations,
the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with
the terms of such extension or renewal.


 


(b)            Obligations
Unconditional. The obligations of the Borrower and each of the Co-Obligors under paragraph (a) above are absolute and
unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of any other Credit
Party under this Agreement or any other Credit Document, or any substitution, release or exchange of any other guarantee of or
security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance
whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent
of this Section 13.22 that the joint and several obligations of the Borrower and the Co-Obligors hereunder shall be absolute
and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence
of any one or more of the following shall not affect the joint and several liability of the Borrower or the Co-Obligors hereunder:


 






    -201-


     


    

 


(i)             at
any time or from time to time, without notice to the Borrower or the Co-Obligors, the time for any performance of or compliance
with any of the Obligations shall be extended, or such performance or compliance shall be waived;


 


(ii)            any
of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein
shall be done or omitted; or


 


(iii)           the
maturity of any of the Obligations shall be accelerated or delayed, or any of the Obligations shall be modified, supplemented
or amended in any respect, or any right under this Agreement or any other agreement or instrument referred to herein or therein
shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole
or in part or otherwise dealt with.


 


(c)             Certain
Waivers. The Borrower and each of the Co-Obligors hereby expressly waives diligence, presentment, demand of payment, protest
and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy
or proceed against either it or the Borrower under this Agreement or any other agreement or instrument referred to herein or therein,
or against any other person under any other guarantee of, or security for, any of the Obligations.


 


(d)             Reinstatement.
The obligations of the Borrower and the Co-Obligors under this Section shall be automatically reinstated if and to the extent
that for any reason any payment by or on behalf of the Borrower or the Co-Obligors in respect of the Obligations is rescinded
or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise.


 


(e)             Remedies.
The Borrower and each of the Co-Obligors agrees that, as among them, in their capacity as co-obligors with joint and several liability,
and the Lenders, the obligations of any of them under this Agreement may be declared to be forthwith due and payable as provided
in Section 11 hereof (and shall be deemed to have become automatically due and payable in the circumstances provided in said
Section 11) for purposes of paragraph (a) above notwithstanding any stay, injunction or other prohibition preventing
such declaration (or preventing such obligations from becoming automatically due and payable) as against any of them and that,
in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations
(whether or not due and payable by any of them) shall forthwith become due and payable by the others, in their capacities as obligor
or co-obligor, as applicable, for purposes of such paragraph (a).


 


(f)              Continuing
Obligation. Each of the agreements of the Borrower and the Co-Obligors in this Section is a continuing agreement and
undertaking, and shall apply to all Obligations whenever arising.


 


(g)             Notices,
Elections, Approvals, etc. Notwithstanding anything to the contrary set forth in this Agreement or other Credit Documents,
each of the Co-Obligors hereby agrees that any and all notices, elections, requests, decisions, approval rights and similar discretionary
activities under the Credit Documents may be taken by the Borrower on behalf of itself and/or the Co-Obligors.


 


(h)              Standstill.
Upon payment by the Borrower or any Co-Obligor of any sums as provided under paragraph (a) above (or under any other provision
of this Agreement or any other Credit Document), all rights, if any, of the Borrower or the Co-Obligors against the other or any
other Credit Party arising as a result thereof by way of subrogation or otherwise shall in all respects be irrevocably waived
prior to the payment in full in cash of all of the Obligations.


 


[SIGNATURE PAGES FOLLOW]


 






    -202-


     


    

 



 


IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered
as of the date first above written.


 


	 	POLARIS INTERMEDIATE CORP.
	 	 
	 	By:	/s/ P. Hunter Philbrick
	 	 	Name: P. Hunter Philbrick
	 	 	Title: Vice President






 


	 	POLARIS MERGER SUB CORP.
	 	 
	 	By:	/s/ P. Hunter Philbrick
	 	 	Name: P. Hunter Philbrick
	 	 	Title: Vice President





 


[SIGNATURE PAGE TO
CREDIT AGREEMENT]






    


     


    







 


	 	MEDICAL AUDIT & REVIEW SOLUTIONS, INC., as
    Co-Obligor
	 	 
	 	By:	/s/ Mark Tabak
	 	 	Name: Mark Tabak
	 	 	Title: Vice President
	 	 	 






 


	 	MPH ACQUISITION CORPORATION, as Co-Obligor
	 	MPH INTERMEDIATE HOLDING COMPANY 1, as Co-Obligor
	 	 
	 	By:	/s/ Mark Tabak
	 	 	Name:
    Mark Tabak
	 	 	Title:
    President












 


	 	FORMOST, INC., as Co-Obligor
	 	HMA ACQUISITION CORPORATION, as Co-Obligor
	 	IHP ACQUISITION CORP., as Co-Obligor
	 	MARS ACQUISITION CORP., as Co-Obligor
	 	MULTIPLAN CORP., as Co-Obligor
	 	MULTIPLAN SERVICES CORPORATION, as Co-Obligor
	 	NCN ACQUISITION CORPORATION, as Co-Obligor
	 	PRIVATE HEALTHCARE SYSTEMS, INC., as Co-Obligor
	 	TEXAS TRUE CHOICE, INC., as Co-Obligor
	 	VIANT, INC., as Co-Obligor
	 	VIANT HOLDINGS, INC., as Co-Obligor
	 	VIANT PAYMENT SYSTEMS, INC., as Co-Obligor
	 	HEALTHNETWORK SYSTEMS LLC, as Co-Obligor
	 	NATIONAL CARE NETWORK, LLC, as Co-Obligor
	 	ADMAR CORPORATION, as Co-Obligor
	 	BEECH STREET CORPORATION, as Co-Obligor
	 	MULTIPLAN, INC., as Co-Obligor
	 	STATEWIDE INDEPENDENT PPO INC., as Co-Obligor
	 	ASSOCIATES FOR HEALTH CARE, INC., as Co-Obligor
	 	HEALTHEOS BY MULTIPLAN, INC., as Co-Obligor




 


	 	By:	/s/ Mark Tabak
	 	 	Name: Mark Tabak
	 	 	Title: President and Chief Executive Officer




 


[SIGNATURE PAGE TO
CREDIT AGREEMENT]






    


     


    







 


	 	BARCLAYS BANK PLC,
	 	as Administrative Agent, Collateral
    Agent, Swingline
	 	Lender and Letter of Credit Issuer
    and Lender
	 
		By:	/s/
    John Skrobe
	 	 	Name: John Skrobe
	 	 	Title: Managing Director


 


[Signature Page to
Credit Agreement]















    


     


    

 


	 	BANK OF AMERICA, N.A., as a Lender
	 	 
	 	By:	/s/ David H. Strickert
	 	 	Name: David H. Strickert
	 	 	Title: Managing Director




 


[Signature Page to
Credit Agreement]


 






    


     


    

 


	 	CITIBANK, N.A., as a Lender
	 	 
	 	By:	/s/ Akshay Kulkarni
	 	 	Name: Akshay Kulkarni
	 	 	Title: Vice President





 


[Signature Page to
Credit Agreement]


 






    


     


    

 


	 	GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender
	 	 
	 	By:	/s/ Robert Ehudin
	 	 	Name: Robert Ehudin
	 	 	Title: Authorized Signatory





 


[Signature Page to
Credit Agreement]


 






    


     


    

 


	 	BROAD STREET CREDIT INVESTMENTS LLC, as a Lender
	 	 
	 	By:	/s/ Oliver Thym
	 	 	Name: Oliver Thym
	 	 	Title: Vice President






 


	 	BROAD STREET SENIOR CREDIT PARTNERS, L.P., as a Lender
	 	 
	 	By: Goldman, Sachs & Co., as Attorney-in-Fact
	 	 
	 	By:	/s/ Oliver Thym
	 	 	Name: Oliver Thym
	 	 	Title: Managing Director






 


	 	BROAD STREET SENIOR CREDIT PARTNERS OFFSHORE, L.P., as a
    Lender
	 	 
	 	By: Goldman, Sachs & Co., Duly Authorized
	 	 
	 	By:	/s/ Oliver Thym
	 	 	Name: Oliver Thym
	 	 	Title: Managing Director






 


	 	BROAD STREET LOAN PARTNERS 2013 ONSHORE, L.P., as a Lender
	 	 
	 	By: Goldman, Sachs & Co., as Attorney-in-Fact
	 	 
	 	By:	/s/ Oliver Thym
	 	 	Name: Oliver Thym
	 	 	Title: Managing Director





 


[Signature Page to
Credit Agreement]


 






    


     


    

 


	 	BROAD STREET LOAN PARTNERS 2013, L.P., as a Lender
	 	 
	 	By: Goldman, Sachs & Co., Duly Authorized
	 	 
	 	By:	/s/ Oliver Thym
	 	 	Name: Oliver Thym
	 	 	Title: Managing Director






 


	 	BROAD STREET LOAN PARTNERS 2013 EUROPE, L.P., as a Lender
	 	 
	 	By: Goldman, Sachs & Co., Duly Authorized
	 	 
	 	By:	/s/ Oliver Thym
	 	 	Name: Oliver Thym
	 	 	Title: Managing Director






 


	 	BROAD STREET LONDON PARTNERS #1, L.P., as a Lender
	 	 
	 	By: Goldman, Sachs & Co., Duly Authorized
	 	 
	 	By:	/s/ Oliver Thym
	 	 	Name: Oliver Thym
	 	 	Title: Managing Director




 


[Signature Page to
Credit Agreement]


 






    


     


    

 


	 	BROAD STREET LONDON PARTNERS #2, L.P., as a Lender
	 	 
	 	By: Goldman, Sachs & Co., Duly Authorized
	 	 
	 	By:	/s/ Oliver Thym
	 	 	Name: Oliver Thym
	 	 	Title: Managing Director





 


[Signature Page to
Credit Agreement]


 






    


     


    

 


	 	UBS AG, STAMFORD BRANCH, as a Lender
	 	 
	 	By:	/s/ Darlene Arias
	 	 	Name: Darlene Arias
	 	 	Title: Director



 


	 	By:	/s/ Craig Pearson
	 	 	Name: Craig Pearson
	 	 	Title: Associate Director




 


[Signature Page to
Credit Agreement]


 






    


     


    

 



 


SCHEDULE 1.1(a)


 


Commitments
of Lenders


 


	Lender	 	Initial
    Term Loan Commitments	 
	BARCLAYS BANK PLC	 	$	3,170,000,000.00	 
	BROAD STREET LOAN PARTNERS 2013 ONSHORE, L.P.	 	$	6,053,176.65	 
	BROAD STREET LOAN PARTNERS 2013, L.P.	 	$	3,106,848.58	 
	BROAD STREET LOAN PARTNERS 2013 EUROPE, L.P.	 	$	13,839,974.77	 
	BROAD STREET SENIOR CREDIT PARTNERS, L.P.	 	$	95,448,247.96	 
	BROAD STREET SENIOR CREDIT PARTNERS OFFSHORE, L.P.	 	$	14,551,752.04	 
	BROAD STREET CREDIT INVESTMENTS LLC	 	$	143,142,857.14	 
	BROAD STREET LONDON PARTNERS #1, L.P.	 	$	14,314,285.72	 
	BROAD STREET LONDON PARTNERS
    #2, L.P.	 	$	9,542,857.14	 
	Total:	 	$	3,470,000,000.00	 




 


	Lender	 	Revolving
    Credit Commitments	 
	BARCLAYS BANK PLC	 	$	44,000,000.00	 
	GOLDMAN SACHS LENDING PARTNERS LLC	 	$	36,000,000.00	 
	BANK OF AMERICA, N.A.	 	$	10,000,000.00	 
	CITIBANK, N.A.	 	$	5,000,000.00	 
	UBS AG, STAMFORD BRANCH	 	$	5,000,000.00	 
	Total:	 	$	100,000,000.00	 



 






    


     


    

 


SCHEDULE 1.1(b)


 


Existing Letters
of Credit


 


		1.	Irrevocable Letter of Credit No. SB-02089, dated February 27,
                                         2015, issued by Barclays Bank PLC, New York Branch.



 


		2.	Irrevocable Letter of Credit No. SB-02156, dated June 18,
                                         2015, issued by Barclays Bank PLC, New York Branch.



 


		3.	Irrevocable Letter of Credit No. SB-02168, dated July 31,
                                         2015, issued by Barclays Bank PLC, New York Branch.



 






    


     


    

 


SCHEDULE 1.1(c)


 


Mortgaged Property


 


None.


 






    


     


    

 


SCHEDULE 8.4


 


Litigation


 


Thibodeaux Class Action (Thibodeaux
(Kerry T.), M.D. v. American Lifecare, Inc. (Claim Date July 12, 2013)).


 






    


     


    

 


SCHEDULE 8.12


 


Subsidiaries


 


	 	State
    of	Designation
    of	Percentage
    Ownership of
	Legal Name	Formation	Subsidiary	Each
    Class of Capital Stock
	MPH
    Acquisition Holdings LLC	DE	N/A (Borrower)	MPH
    Acquisition Corp 1 (100%)
	MPH
    Intermediate Holding Company 1	DE	Guarantor	MPH
    Acquisition Holdings LLC (100%)
	MPH
    Acquisition Corporation	DE	Guarantor	MPH
    Intermediate Holding Company 1 (100%)
	MultiPlan, Inc.	NY	Guarantor	MPH
    Acquisition Corporation (100%)
	MARS
    Acquisition Corp.	DE	Guarantor	MultiPlan, Inc.
    (100%)
	Medical
    Audit & Review Solutions, Inc.	DE	Guarantor	MARS
    Acquisition Corp. (100%)
	IHP
    Acquisition Corp.	DE	Guarantor	MultiPlan, Inc.
    (100%)
	HMA
    Acquisition Corporation	DE	Guarantor	MultiPlan, Inc.
    (100%)
	NCN
    Acquisition Corporation	DE	Guarantor	MultiPlan, Inc.
    (100%)
	National
    Care Network, LLC	DE	Guarantor	NCN
    Acquisition Corporation (100%)
	MultiPlan
    Corp.	DE	Guarantor	MultiPlan, Inc.
    (100%)
	Associates
    for Health Care, Inc.	WI	Guarantor	MultiPlan
    Corp. (100%)
	Admar
    Corporation	CA	Guarantor	MultiPlan
    Corp. (100%)
	ForMost, Inc.	DE	Guarantor	MultiPlan
    Corp. (100%)
	HealthEOS
    by MultiPlan, Inc.	WI	Guarantor	MultiPlan, Inc.
    (100%)
	Private
    Healthcare Systems, Inc.	DE	Guarantor	MultiPlan, Inc.
    (100%)
	Statewide
    Independent PPO Inc.	NY	Guarantor	Private
    Healthcare Systems, Inc. (100%)
	MultiPlan
    Services Corporation	DE	Guarantor	MultiPlan, Inc.
    (100%)
	Viant
    Holdings, Inc.	DE	Guarantor	MultiPlan, Inc.
    (100%)
	Viant, Inc.	NV	Guarantor	Viant
    Holdings, Inc. (100%)
	Beech
    Street Corporation	CA	Guarantor	Viant, Inc.
    (100%)
	Viant
    Payment Systems, Inc.	DE	Guarantor	Viant, Inc.
    (100%)
	HealthNetwork
    Systems LLC	DE	Guarantor	Viant
    Payment Systems, Inc. (100%)
	Texas
    True Choice, Inc.	DE	Guarantor	Viant, Inc.
    (100%)
	ProAmerica
    Managed Care, Inc.	TX	Immaterial Subsidiary	MultiPlan
    Corp. (100%)
	Florida
    Health, L.C.	FL	Immaterial	MultiPlan
    Corp. (1%)
	 	 	Subsidiary	ProAmerica
    Managed Care, Inc. (99%)
	Healthnetwork
    ProAmerica Midwest, Inc.	IL	Immaterial Subsidiary	ProAmerica
    Managed Care, Inc. (100%)
	American
    Lifecare, Inc.	LA	Immaterial Subsidiary	Private
    Healthcare Systems, Inc. (100%)
	American
    Lifecare Holdings, Inc.	LA	Immaterial	Private
    Healthcare Systems, Inc. (100%)
	Viant
    Management Services, Inc.	NV	Immaterial Subsidiary	Viant
    Holdings, Inc. (100%)
	Savant
    Management Concepts, Inc.	AZ	Immaterial Subsidiary	HMA
    Acquisition Corporation (100%)



 






    


     


    

 


	 	State
    of	Designation
    of	Percentage
    Ownership of
	Legal Name	Formation	Subsidiary	Each
    Class of Capital Stock
	i/mx
    Technologies, Inc.	AZ	Immaterial Subsidiary	HMA
    Acquisition Corporation (100%)
	HMA, Inc.	AZ	Immaterial Subsidiary	HMA
    Acquisition Corporation (100%)
	Medical
    Management Services, Inc.	NV	Immaterial Subsidiary	HMA, Inc.
    (100%)
	Rural
    Arizona Network, Inc.	AZ	Immaterial Subsidiary	HMA, Inc.
    (100%)
	Health
    Management Network, Inc.	NV	Immaterial Subsidiary	HMA, Inc.
    (100%)
	Integrated
    Health Plan, Inc.	FL	Immaterial Subsidiary	IHP
    Acquisition Corp. (100%)



 






    2


     


    

 


SCHEDULE 8.15


 


Owned Real Property


 


None.


 






    


     


    

 


SCHEDULE 9.17


 


Post-Closing
Obligations


 


Within 60 days of the Closing Date (or
such longer period as agreed by the Administrative Agent), the Borrower shall deliver to the Administrative Agent insurance certificates
as to coverage under the insurance policies required by Section 9.3 of the Credit Agreement, together with endorsements for
each insurance certificate, thereby naming the Collateral Agent, for the benefit of the Secured Parties, as additional insured,
loss payee and/or mortgagee, as applicable, in each case, in form and substance reasonably satisfactory to the Collateral Agent.


 


Within 60 days of the Closing Date (or
such longer period as agreed by the Administrative Agent), the Borrower shall deliver to the Collateral Agent new stock certificates
of ProAmerica Managed Care, Inc., Florida Health, L.C., ForMost, Inc. and Associates for Health Care, Inc., in
each case certifying that MultiPlan Corp. is the owner of such stock certificate, in form and substance reasonably satisfactory
to the Collateral Agent.


 


To the extent the Internal Restructuring
is not consummated on the Closing Date, (i) each of MPH Acquisition Corp 2 and MPH Intermediate Acquisition Corp. (the “Joining
Entities”) shall execute and deliver to the Administrative Agent (1) a Joinder Agreement and joinders to each of
the Guarantee, Security Agreement, Pledge Agreement and (2) documents, instruments, filings of the type required in Section 6.1(e),
6.2, 6.3, 6.5, 6.6 and 6.7 of the Credit Agreement, in each case, as if each reference therein to Restricted Subsidiary were to
such Joining Entities, (ii) MPH Acquisition Corp 1 shall pledge its equity interest in MPH Acquisition Corp 2 and (iii) all
of the signature pages of MPH Acquisition Holdings LLC to the Credit Documents shall be deemed released and all such rights,
obligations, representations and warranties effective as of such time, in each case, on the date that is one Business Day after
the Closing Date.


 






    


     


    

 


SCHEDULE 10.1


 


Indebtedness


 


None.


 






    


     


    

 


SCHEDULE 10.2


 


Liens


 


None.


 






    


     


    

 


SCHEDULE 10.4


 


Dispositions


 


None.


 






    


     


    

 


SCHEDULE 10.5


 


Investments


 


None.


 






    


     


    

 


SCHEDULE 10.8


 


Negative Pledge
Clauses


 


None.


 






    


     


    

 


SCHEDULE 10.11


 


Transactions
with Affiliates


 


		1.	Affiliated Companies Services Agreement
                                         by and between MultiPlan, Inc. and NCN Acquisition Corporation, Viant, Inc., IHP
                                         Acquisiton Corp., Beech Street Corporation, Viant Payment Systems, Inc., HealthNetwork
                                         Systems LLC, Health Management Network, Inc., Texas True Choice, Inc., Rural
                                         Arizona Network, Inc. and HMA, Inc., dated June 1, 2013, as amended, and
                                         additionally signed by Medical Audit & Review Solutions, Inc., on January 1,
                                         2015.



 






    


     


    

 


SCHEDULE 13.2


 


Addresses for
Notices


 


		1.	If to Borrower, Holdings or any other Credit Party:



 


MPH Acquisition Holdings LLC
or MPH Acquisition Corp 1


c/o MultiPlan


535 East Diehl Road


Naperville, IL 60563


Attn: Chief Financial Officer


Tel: [ ______________ ]


Facsimile: [ ______________
]


 


		2.	If to the Administrative Agent, to it at:



 


For purposes of Borrowing,
Continuation/Conversion and Prepayment notices:


 


Barclays Bank PLC


700 Prides Crossing


Newark, DE 19713


Attention: Jason Jones


Tel: [ ______________ ]


Electronic mail: [ ______________
]


 


For any other purpose:


 


Barclays Bank PLC \


745 7th Avenue


24th Floor


New York, NY 10019


Attention: Christine Aharonian


Tel: [ ______________ ]


Electronic mail: [ ______________
]


 


		3.	If to other Lenders:



 


On file with Administrative
Agent


 


		4.	Account of Barclays Bank PLC as Administrative Agent:



 


	To:	 	Barclays Bank PLC
	ABA #:	 	[ ______________ ]
	for credit to:	 	Clad Control Account
	Account No.	 	# [ ______________ ]
	Ref:	 	MPH ACQUISITION HOLDINGS LLC
	Attn:	 	Agency Desk




 






    


     


    

 



 


EXHIBIT A


TO THE CREDIT AGREEMENT


 


FORM OF GUARANTEE


 


GUARANTEE,
dated as of June 7, 2016 (this “Guarantee”), made among POLARIS INTERMEDIATE CORP., a Delaware
corporation (“Polaris Intermediate”) (whose rights and obligations herein, after giving effect to the Internal
Restructuring, will be assumed by the Surviving Company (as defined below)), POLARIS MERGER SUB CORP., a Delaware corporation,
which on the Closing Date shall be merged with and into MPH Acquisition Corp 1, a Delaware corporation (the “Target”)
(with the Target surviving such merger and with such merged company existing under the laws of the state of Delaware as the “Surviving
Company”, whose rights and obligations herein, after giving effect to the Internal Restructuring, will be assumed by
MPH Acquisition Holdings LLC, a Delaware limited liability company (“MPH LLC”)), each of the subsidiaries of
the Borrower listed on Annex A hereto or that becomes a party hereto pursuant to Section 21 hereof (each such subsidiary,
individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; and
together with Holdings and, other than with respect to its own obligations, the Borrower, collectively, the “Guarantors”),
and BARCLAYS BANK PLC, as collateral agent for the Secured Parties (as defined below) (in such capacity, together with
its successors and assigns in such capacity, the “Collateral Agent”).


 


WITNESSETH:


 


WHEREAS, (a) pursuant
to the Credit Agreement, dated as of June 7, 2016 (the “Credit Agreement”), among Holdings, the Borrower,
the banks, financial institutions and other investors from time to time party thereto (the “Lenders”), the
Co-Obligors from time to time party thereto, BARCLAYS BANK PLC, as the Administrative Agent, the Collateral Agent, Letter of Credit
Issuer and Swingline Lender, the other agents party thereto and the other parties from time to time party thereto, the Lenders
have severally agreed to make Loans to the Borrower and the Letter of Credit Issuers have agreed to issue Letters of Credit for
the account of the Borrower upon the terms and subject to the conditions set forth therein, (b) one or more Hedge Banks may
from time to time enter into Secured Hedging Agreements with any Credit Party or any Restricted Subsidiary, (c) one or more
Cash Management Banks may from time to time provide Cash Management Services pursuant to Secured Cash Management Agreements to
any Credit Party or any Restricted Subsidiary and (d) the Credit Parties may incur Additional First Lien Obligations from
time to time to the extent permitted by the Credit Agreement and each Additional First Lien Agreement (clauses (a), (b), (c) and
(d), collectively, the “Extensions of Credit”);


 


WHEREAS, Holdings is
an affiliate of the Borrower and each Subsidiary Guarantor is a Subsidiary of the Borrower;


 


WHEREAS, the proceeds
of the Extensions of Credit will be used in part to enable the Borrower to make valuable transfers to the other Guarantors in
connection with the operation of their respective businesses;


 


WHEREAS, each Guarantor
acknowledges that it will derive a substantial direct and indirect benefit from the making of the Extensions of Credit; and


 


WHEREAS, it is a condition
precedent to the obligations of the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to
the Borrower under the Credit Agreement that the Guarantors shall have executed and delivered this Guarantee to the Collateral
Agent for the benefit of the Secured Parties.


 






    Exhibit A
 


     


    

 


NOW, THEREFORE, in consideration
of the premises and to induce the Agents, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and
to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrower under the
Credit Agreement, to induce the holders of any Additional First Lien Obligations to make their advances thereunder, to induce
one or more Hedge Banks to enter into Secured Hedging Agreements with any Credit Party or any Restricted Subsidiary and to induce
one or more Cash Management Banks pursuant to Secured Cash Management Agreements to provide Cash Management Services to any Credit
Party or any Restricted Subsidiary and the Guarantors, as applicable, hereby agree with the Collateral Agent, for the benefit
of the Secured Parties, as follows:


 


1.            Defined
Terms.


 


(a)          Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein (including terms used in the preamble and recitals
hereto) shall have the meanings given to them in the Credit Agreement. Furthermore, unless otherwise defined herein or in the
Credit Agreement, terms defined in the Security Agreement and used herein shall have the meanings assigned to them in the Security
Agreement.


 


(b)          The
rules of construction and other interpretative provisions specified in Sections 1.2, 1.5, 1.6, 1.7, 1.8 and 1.11 of the Credit
Agreement shall apply to this Guarantee, including terms defined in the preamble and recitals hereto.


 


(c)          As
used herein, the term “Additional First Lien Agreement” shall have the meaning assigned to the term “Additional
First Lien Agreement” in the Security Agreement.


 


(d)          As
used herein, the term “Additional First Lien Obligations” shall have the meaning assigned to the term “Additional
First Lien Obligations” in the Security Agreement.


 


(e)          As
used herein, the term “First Lien Obligations” shall have the meaning assigned to the term “First Lien
Obligations” in the Security Agreement.


 


(f)           As
used herein, the term “Secured Parties” shall have the meaning assigned to the term “Secured Parties”
in the Security Agreement.


 


(g)          As
used herein, the term “Termination Date” shall have the meaning assigned to the term “Termination Date”
in the Security Agreement.


 


2.            Guarantee.


 


(a)          Subject
to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably,
guarantees, as primary obligor and not merely as surety, to the Collateral Agent for the benefit of the Secured Parties, the prompt
and complete payment (and not of collection) and performance when due (whether at the stated maturity, by acceleration or otherwise)
of the First Lien Obligations (other than, in the case of the Borrower, in respect of its own obligations), whether currently
existing or hereafter incurred. In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent
or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or
any other Credit Party to pay any First Lien Obligation when and as the same shall become due (whether at the stated maturity,
by acceleration or otherwise), each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral
Agent for distribution to the applicable Secured Parties the amount of such unpaid First Lien Obligation. Upon payment by any
Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any other
Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall
in all respects be subject to Sections 3 and 5 hereof.


  






    Exhibit A
 


     


    

 


(b)          Anything
herein or in any other Credit Document or in any Additional First Lien Agreement to the contrary notwithstanding, the maximum
liability of each Subsidiary Guarantor hereunder and under the other Credit Documents and any Additional First Lien Agreement
shall in no event exceed the amount that can be guaranteed by such Subsidiary Guarantor under Applicable Laws relating to the
insolvency of debtors.


 


(c)          To
the extent the Borrower would be required to do so pursuant to Section 13.5 of the Credit Agreement (whether or not then
in effect) or any comparable provision of any Additional First Lien Agreement, each Guarantor further agrees to pay any and all
reasonable and documented out-of-pocket costs and expenses (including all reasonable fees and disbursements of counsel) that may
be paid or incurred by the Collateral Agent or any other Secured Party in enforcing or preserving any rights with respect to,
or collecting, any or all of the First Lien Obligations and/or enforcing any rights with respect to, or collecting against, such
Guarantor under this Guarantee.


 


(d)          Each
Guarantor agrees that the First Lien Obligations may at any time and from time to time exceed the amount of the liability of such
Guarantor hereunder without impairing this Guarantee or affecting the rights and remedies of the Collateral Agent or any other
Secured Party hereunder.


 


(e)          No
payment or payments made by the Borrower, any Guarantor, any other guarantor or any other Person or received or collected by the
Collateral Agent or any other Secured Party from the Borrower, any Guarantor, any other guarantor or any other Person by virtue
of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or
in payment of the First Lien Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor
hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of
the First Lien Obligations or payments received or collected from such Guarantor in respect of the First Lien Obligations, remain
liable for the First Lien Obligations up to the maximum liability of such Guarantor hereunder until the Termination Date.


 


(f)           Each
Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Collateral Agent or any other
Secured Party on account of its liability hereunder, it will notify the Collateral Agent in writing that such payment is made
under this Guarantee for such purpose.


 


(g)          Each
Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Credit Party’s
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations
and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Collateral
Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding
such circumstances or risks.


 


(h)          Notwithstanding
any other provision contained herein:


  






    Exhibit A
 


     


    

 


(i)            The
Surviving Company and the Subsidiary Guarantors shall have no rights or obligations hereunder until the consummation of the Merger,
and any representations and warranties of the Surviving Company and the Subsidiary Guarantors hereunder shall not become effective
until such time. Upon consummation of the Merger, the signature pages to this Agreement submitted on behalf of the Subsidiary
Guarantors shall be deemed released, the Surviving Company shall succeed to all the rights and obligations of Merger Sub under
this Agreement, the Surviving Company and the Subsidiary Guarantors shall succeed to, or become subject to, all the rights and
obligations under the other Credit Documents to which they are a party and all representations and warranties of the Surviving
Company and the Subsidiary Guarantors hereunder shall become effective as of the time of consummation of the Merger, without any
further action by any Person;


 


(ii)            The
Surviving Company shall have no rights or obligations hereunder as Holdings until the consummation of the Internal Restructuring,
and any representations and warranties of the Surviving Company in its capacity as Holdings under the Credit Documents shall not
become effective until such time. Upon consummation of the Internal Restructuring, the Surviving Company shall succeed to all
the rights and obligations of Polaris Intermediate as Holdings under this Agreement, and the Surviving Company shall succeed to
all the rights and obligations of Polaris Intermediate under the other Credit Documents to which Holdings is a party, and all
representations and warranties of the Surviving Company in its capacity as Holdings hereunder shall become effective as of the
time of consummation of the Internal Restructuring, without any further action by any Person; and


 


(iii)            MPH
LLC shall have no rights or obligations hereunder in any capacity until the consummation of the Internal Restructuring, and any
representations and warranties of MPH LLC hereunder shall not become effective until such time. Upon consummation of the Internal
Restructuring, the signature pages to this Agreement submitted on behalf of MPH LLC shall be deemed released, MPH LLC shall
succeed to all the rights and obligations of the Surviving Company as Borrower and a Guarantor under this Agreement, and MPH LLC
shall succeed to all the rights and obligations of the Surviving Company as Borrower under the other Credit Documents to which
the Borrower is a party, and all representations and warranties of MPH LLC hereunder shall become effective as of the time of
consummation of the Internal Restructuring, without any further action by any Person.


 


(i)            The
Borrower, unconditionally and irrevocably, with respect to each other Guarantor (other than with respect to any Guarantor, any
Excluded Swap Obligations of such Guarantor), guarantees such Guarantor’s guarantee of any Hedging Agreement entered into
by a Hedge Bank. The obligations of the Borrower under this Section 2(i) shall remain in full force and effect until
the discharge of the First Lien Obligations in accordance with the Credit Documents. The Borrower intends that this Section 2(i) constitute,
and this Section 2(i) shall be deemed to constitute, a guarantee or other agreement for the benefit of each other Guarantor
for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


3.            Right
of Contribution. Each Guarantor hereby agrees that to the extent a Guarantor shall have paid more than its proportionate share
of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor
hereunder that has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject
to the terms and conditions of Section 5 hereof. The provisions of this Section 3 shall in no respect limit the obligations
and liabilities of any Guarantor to the Collateral Agent and the other Secured Parties, and each Guarantor shall remain liable
to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder.





 






    Exhibit A
 


     


    

 


4.            Right
of Set-off. In addition to any rights and remedies of the Secured Parties provided by Applicable Law, each Guarantor hereby
irrevocably authorizes each Secured Party at any time and from time to time following the occurrence and during the continuance
of an Event of Default without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each
Guarantor, upon any amount becoming due and payable by such Guarantor hereunder (whether at stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct
or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Secured Party to or for the credit
or the account of such Guarantor. Each Secured Party shall notify such Guarantor and the Collateral Agent promptly of any such
set-off and the appropriation and application made by such Secured Party; provided that the failure to give such notice
shall not affect the validity of such set-off and appropriation and application.


 


5.            No
Subrogation. Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or appropriation
and application of funds of any of the Guarantors by the Collateral Agent or any other Secured Party, no Guarantor shall be entitled
to be subrogated to any of the rights of the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor
or any collateral security or guarantee or right of offset held by the Collateral Agent or any other Secured Party for the payment
of the First Lien Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the
Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until the Termination Date. If any amount
shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall
be held by such Guarantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such
Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received
by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the First Lien
Obligations, whether due or to become due, in accordance with Section 5.4 of the Security Agreement.


 


6.            Amendments, etc.
with Respect to the First Lien Obligations; Waiver of Rights. Except for termination of a Guarantor’s obligations hereunder
as expressly provided in Section 25, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation
of rights against any Guarantor and without notice to or further assent by any Guarantor, (a) any demand for payment of any
of the First Lien Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of
the First Lien Obligations continued, (b) the First Lien Obligations, or the liability of any other party upon or for any
part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time,
in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the
Collateral Agent or any other Secured Party, (c) the Credit Agreement, the other Credit Documents, any Additional First Lien
Agreement and any other documents executed and delivered in connection therewith, the Secured Hedging Agreements and any other
documents executed and delivered in connection therewith and the Secured Cash Management Agreements and any other documents executed
and delivered in connection therewith, may be amended, waived, modified, supplemented or terminated, in whole or in part, in accordance
with the terms of the applicable document and (d) any collateral security, guarantee or right of offset at any time held
by the Collateral Agent or any other Secured Party for the payment of the First Lien Obligations may be sold, exchanged, waived,
surrendered or released. Neither the Collateral Agent nor any other Secured Party shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the First Lien Obligations or for this Guarantee or any property
subject thereto. When making any demand hereunder against any Guarantor, the Collateral Agent or any other Secured Party may,
but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or other guarantor, and any
failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from the Borrower
or any other Guarantor or other guarantor or any release of the Borrower or any other Guarantor or other guarantor shall not relieve
any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations
or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of
the Collateral Agent or any other Secured Party against any Guarantor. For the purposes hereof, “demand” shall
include the commencement and continuance of any legal proceedings.


 






    Exhibit A
 


     


    

 


7.            Guarantee
Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, Incurrence, renewal,
extension, amendment, waiver or accrual of any of the First Lien Obligations (including as a result of the Incurrence of Incremental
Term Loans and/or the provision of any Incremental Revolving Credit Commitment Increase or Additional/Replacement Revolving Credit
Commitments), and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon this Guarantee or acceptance
of this Guarantee, the First Lien Obligations or any of them, shall conclusively be deemed to have been created, contracted or
Incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee; and all dealings between the Borrower
and any of the other Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other hand, likewise
shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness,
diligence, presentment, protest, notice of protest, demand for payment and notice of default, acceleration or nonpayment and any
other notice to or upon the Borrower or any other Guarantor with respect to the First Lien Obligations. Each Guarantor understands
and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment (and not of
collection) without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document,
any Additional First Lien Agreement, any Secured Hedging Agreement or any Secured Cash Management Agreement, any of the First
Lien Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Collateral Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other
than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the Collateral
Agent or any other Secured Party, (c) any default, failure or delay, willful or otherwise, in the performance of the First
Lien Obligations by the Guarantors or (d) any other circumstance whatsoever (with or without notice to or knowledge of the
Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower
for the First Lien Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing
its rights and remedies hereunder against any Guarantor, the Collateral Agent and any other Secured Party may elect, but shall
be under no obligation, to pursue such rights and remedies as it may have against the Borrower or any other Person or against
any collateral security or guarantee for the First Lien Obligations or any right of offset with respect thereto, and any failure
by the Collateral Agent or any other Secured Party to pursue such other rights or remedies or to collect any payments from the
Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of
offset, or any release of the Borrower or any such other Person or any such collateral security, guarantee or right of offset,
shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express,
implied or available as a matter of law, of the Collateral Agent and the other Secured Parties against such Guarantor. To the
fullest extent permitted by Applicable Law, each Guarantor waives any defense arising out of any such election even though such
election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement, subrogation, exoneration,
contribution or indemnification or other right or remedy of such Guarantor against the Borrower or any other Guarantor, as the
case may be, or any security. This Guarantee shall remain in full force and effect and be binding in accordance with and to the
extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Collateral
Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Termination
Date, notwithstanding that from time to time during the term of the Credit Agreement, any Additional First Lien Agreement and
any Secured Hedging Agreement or Secured Cash Management Agreement the Credit Parties may be free from any First Lien Obligations.


 






    Exhibit A
 


     


    

 


8.            Subordination.
Each Guarantor hereby agrees that any Indebtedness of any Guarantor now or hereafter owing to any other Subsidiary, whether
heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is hereby subordinated to all of
the First Lien Obligations until the Termination Date and that the Guarantor Subordinated Debt shall not be paid in whole or in
part during the continuance of any Event of Default after written notice from the Collateral Agent to the Borrower. In the event
of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in
connection therewith, relative to any Guarantor or to its property, and in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of such Guarantor (except as expressly permitted by the Credit Agreement and any Additional First
Lien Agreement), whether or not involving insolvency or bankruptcy, then, if an Event of Default has occurred and is continuing,
after written notice from the Collateral Agent to the Borrower (a) the Termination Date shall have occurred, before any payee
is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of the Guarantor Subordinated
Debt and (b) until the Termination Date shall have occurred, any payment or distribution to which such payee would otherwise
be entitled (other than debt securities of such Guarantor that are subordinated, to at least the same extent as this Section 8,
to the payment of all Guarantor Subordinated Debt then outstanding (such securities being hereinafter referred to as “Restructured
Debt Securities”)) shall be made to the Collateral Agent. If any Event of Default occurs and is continuing, after written
notice from the Collateral Agent to the Borrower, no payment or distribution of any kind or character shall be accepted by or
on behalf of the Guarantor or any other Person on its behalf with respect to the Guarantor Subordinated Debt. If any payment or
distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities), in respect
of the Guarantor Subordinated Debt shall be received by any payee in violation of this Section 8 before all First Lien Obligations
shall have been paid irrevocably in full in cash in immediately available funds (other than Hedging Obligations under Secured
Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations),
such payment or distribution shall be held in trust for the benefit of the Secured Parties, and shall be paid over to the Collateral
Agent.


 


9.            Representations
and Warranties; Covenants. Each Guarantor hereby (a) represents and warrants that the representations and warranties
as to it made by the Borrower in Section 8 of the Credit Agreement are true and correct in all material respects on each
date as required by Section 7.1 of the Credit Agreement (or any equivalent provision(s) of any Additional First Lien
Agreement) (except where such representations and warranties expressly relate to an earlier date, in which case such representations
and warranties shall have been true and correct in all material respects as of such earlier date, and except where such representations
and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations
and warranties shall be true and correct in all respects) and (b) agrees to take, or refrain from taking, as the case may
be, each action necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the
failure to take such action or to refrain from taking such action by such Guarantor.


 


10.          Reinstatement.
This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the First Lien Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any other
Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Guarantor,
or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the
Borrower or any other Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been
made.


 






    Exhibit A
 


     


    

 


11.          Payments.
Each Guarantor hereby guarantees that payments hereunder will be paid to the Collateral Agent without set-off or counterclaim
in Dollars at the Collateral Agent’s office specified in Section 13.2 of the Credit Agreement.


 


12.          Authority
of Agent. Each Guarantor acknowledges that the rights and responsibilities of the Collateral Agent under this Guarantee with
respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right,
request, judgment or other right or remedy provided for herein or resulting or arising out of this Guarantee shall, as between
the Collateral Agent and the other Secured Parties, be governed by the Credit Agreement, any Additional First Lien Agreements
and by such other agreements with respect thereto as may exist from time to time among them (including an intercreditor agreement),
but, as between the Collateral Agent and such Guarantor, the Collateral Agent shall be conclusively presumed to be acting as agent
for the Secured Parties with full and valid authority so to act or refrain from acting, and no Guarantor shall be under any obligation,
or entitlement, to make any inquiry respecting such authority.


 


13.          Notices.
All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement.
All communications and notices hereunder to each Guarantor shall be given to it in care of the Borrower at the Borrower’s
address set forth in Section 13.2 of the Credit Agreement. All notices to any holder of Additional First Lien Obligations
shall be given to it in care of the applicable Authorized Representative at such Authorized Representative’s address set
forth in the applicable Additional Secured Party Consent or Additional First Lien Agreement, as the case may be, as such address
may be changed by written notice to the Collateral Agent and the Borrower.


 


14.          Counterparts.
This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate counterparts (including
by facsimile or other electronic transmission (i.e., a “PDF” or “TIF” file)), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.


 


15.          Severability.
Any provision of this Guarantee that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.


 


16.          Integration.
This Guarantee represents the agreement of each Guarantor and the Collateral Agent with respect to the subject matter hereof,
and there are no promises, undertakings, representations or warranties by the Collateral Agent or any other Secured Party relative
to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents or any Additional
First Lien Agreement (and each other agreement or instrument executed or issued in connection therewith).


 


17.          Amendments
in Writing; No Waiver; Cumulative Remedies.


 


(a)          None
of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument
executed by the affected Guarantor(s) and the Collateral Agent in accordance with Section 13.1 of the Credit Agreement
or any comparable provision of any Additional First Lien Agreement.


 






    Exhibit A
 


     


    

 


(b)          Neither
the Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 17(a) hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default
or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising,
on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party of
any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent
or any Secured Party would otherwise have on any future occasion.


 


(c)          The
rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive
of any other rights or remedies provided by law.


 


18.          Section Headings.
The Section headings used in this Guarantee are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


 


19.          Entire
Agreement. This Guarantee, taken together with all of the other Credit Documents and any Additional First Lien Agreement executed
and delivered by the Guarantors, represents the entire agreement and understanding of the parties hereto and supersedes all prior
understandings, written and oral, relating to the subject matter hereof.


 


20.          Successors
and Assigns. This Guarantee shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit
of the Collateral Agent and the other Secured Parties and their respective successors and permitted assigns, except that no Guarantor
may assign, transfer or delegate any of its rights or obligations under this Guarantee without the prior written consent of the
Collateral Agent unless otherwise permitted under each of the Credit Agreement and any Additional First Lien Agreement.


 


21.          Additional
Guarantors. Each Subsidiary of the Borrower that is required to become a party to this Guarantee pursuant to Section 9.10
of the Credit Agreement or any equivalent provision of any Additional First Lien Agreement shall become a Guarantor, with the
same force and effect as if originally named as a Guarantor herein, for all purposes of this Guarantee upon execution and delivery
by such Subsidiary of a Supplement in the form of Annex B hereto or in such other form reasonably satisfactory to the Collateral
Agent. The execution and delivery of any instrument adding an additional Guarantor as a party to this Guarantee shall not require
the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force
and effect notwithstanding the addition of any new Guarantor as a party to this Guarantee. Upon the consummation of the Internal
Restructuring, (a) the Surviving Company shall become a Guarantor, with the same force and effect as if originally named
as a Guarantor herein, and (b) MPH LLC shall become the Borrower and, other than with respect to its own obligations, shall
become a Guarantor, with the same force and effect as if originally named as a Guarantor herein, in the case of each of clauses
(a) and (b) without any further action by any Person.


 


22.         WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS GUARANTEE, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


  






    Exhibit A
 


     


    

 


23.          Submission
to Jurisdiction; Waivers. Each Guarantor hereby irrevocably and unconditionally:


 


(a)          submits
for itself and its property in any legal action or proceeding relating to this Guarantee, the other Credit Documents to which
it is a party and any Additional First Lien Agreement to which it is a party, or for recognition and enforcement of any judgment
in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York located in the County of New
York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;


 


(b)          consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;


 


(c)          agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 13
hereof or at such other address of which the Collateral Agent shall have been notified pursuant thereto;


 


(d)          agrees
that nothing herein shall affect the right of the Collateral Agent or any other Secured Party to effect service of process in
any other manner permitted by law or shall limit the right of the Collateral Agent or any other Secured Party to sue in any other
jurisdiction; and


 


(e)          waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 23 any special, exemplary, punitive or consequential damages.


 


24.         GOVERNING
LAW. THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


25.          Termination
or Release.


 


(a)          This
Guarantee shall terminate on the Termination Date.


 


(b)          (i) A
Subsidiary Guarantor shall automatically be released from its obligations hereunder upon the consummation of any transaction (x) with
respect to the Obligations, permitted by the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted
Subsidiary or otherwise becomes an Excluded Subsidiary and (y) with respect to any Additional First Lien Obligations under
any Additional First Lien Agreements, permitted by such Additional First Lien Agreement as a result of which such Subsidiary Guarantor
ceases to be a guarantor thereunder; provided that (A) in the case of clause (x) above, the requisite lenders
shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not
provide otherwise and (B) in case of clause (y) above the requisite holders or lenders of such Additional First Lien
Obligations shall have consented to such transaction (to the extent required by the applicable Additional First Lien Agreement)
and the terms of such consent did not provide otherwise, (ii) Holdings (or the Previous Holdings, as the case may be) shall
automatically be released from its obligations hereunder in accordance with the formation or acquisition of a New Holdings that
satisfies the conditions set forth in (x) with respect to the Obligations, the Credit Agreement and (y) with respect
to any Additional First Lien Obligations under any Additional First Lien Agreement, such Additional First Lien Agreement, (iii) any
Guarantee shall be automatically be released in accordance with Section 13.17 of the Credit Agreement and (iv) Polaris
Intermediate shall automatically be released from its obligations hereunder upon the effectiveness of the Internal Restructuring.


  






    Exhibit A
 


     


    

 


(c)          In
connection with any termination or release, the Collateral Agent shall execute and deliver to any Guarantor, at such Guarantor’s
expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and
delivery of documents pursuant to this Section 25 shall be without recourse to or warranty by the Collateral Agent.


 


[Signature Pages Follow]


  






    Exhibit A
 


     


    





 


IN WITNESS WHEREOF,
each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day
and year first above written.


 


	 	POLARIS INTERMEDIATE CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	POLARIS MERGER SUB CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  




 



    Exhibit A
 


     


    







 


	 	MPH ACQUISITION CORP 1
	 	 
	 	By:	 
	 	 	Name:    Mark Tabak
	 	 	Title:   Vice President
	 	 
	 	MPH ACQUISITION HOLDINGS LLC
	 	 
	 	By:	 
	 	 	Name:   Mark Tabak
	 	 	Title:     President




 






    Exhibit A
 


     


    

 


	 	MEDICAL AUDIT & REVIEW SOLUTIONS, INC.,
    as Guarantor
	 	
	 	By:	 
	 	 	Name:   Mark Tabak
	 	 	Title:     Vice President
	 	 
	 	MPH ACQUISITION CORPORATION, as
    Guarantor

    MPH INTERMEDIATE HOLDING COMPANY 1, as Guarantor
	 	
	 	By:	 
	 	 	Name:    Mark Tabak
	 	 	Title:      President
	 	 	 
	 	FORMOST, INC., as Guarantor
	 	HMA ACQUISITION CORPORATION, as
    Guarantor
	 	IHP ACQUISITION CORP., as Guarantor
	 	MARS ACQUISITION CORP., as Guarantor
	 	MULTIPLAN CORP., as Guarantor
	 	MULTIPLAN SERVICES CORPORATION,
    as Guarantor
	 	NCN ACQUISITION CORPORATION, as
    Guarantor
	 	PRIVATE HEALTHCARE SYSTEMS, INC.,
    as Guarantor
	 	TEXAS TRUE CHOICE, INC., as
    Guarantor
	 	VIANT, INC., as Guarantor
	 	VIANT HOLDINGS, INC., as Guarantor
	 	VIANT PAYMENT SYSTEMS, INC.,
    as Guarantor
	 	HEALTHNETWORK SYSTEMS LLC, as Guarantor
	 	NATIONAL CARE NETWORK, LLC, as Guarantor
	 	ADMAR CORPORATION, as Guarantor
	 	BEECH STREET CORPORATION, as Guarantor
	 	MULTIPLAN, INC., as Guarantor
	 	STATEWIDE INDEPENDENT PPO INC.,
    as Guarantor
	 	ASSOCIATES FOR HEALTH CARE, INC.,
    as Guarantor
	 	HEALTHEOS BY MULTIPLAN, INC.,
    as Guarantor
	 	 
	 	By:	 
	 	 	Name:    Mark Tabak
	 	 	Title:      President and
    Chief Executive Officer





 






    Exhibit A
 


     


    




 


	 	BARCLAYS BANK PLC, as Collateral
    Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  







 






    Exhibit A
 


     


    

 


ANNEX A


TO THE GUARANTEE


 


SUBSIDIARY GUARANTORS


 


1.     Admar
Corporation


2.     Associates
for Health Care, Inc.


3.     Beech
Street Corporation


4.     ForMost, Inc.


5.     HealthEOS
by MultiPlan, Inc.


6.     HealthNetwork
Systems LLC


7.     HMA
Acquisition Corporation


8.     IHP
Acquisition Corp.


9.     MARS
Acquisition Corp.


10.   Medical
Audit & Review Solutions, Inc.


11.   MPH Acquisition
Corporation


12.   MPH Intermediate
Holding Company 1


13.   MultiPlan
Corp.


14.   MultiPlan, Inc.


15.   MultiPlan
Services Corporation


16.   National
Care Network, LLC


17.   NCN Acquisition
Corporation


18.   Private
Healthcare Systems, Inc.


19.   Statewide
Independent PPO Inc.


20.   Texas True
Choice, Inc.


21.   Viant Holdings, Inc.


22.   Viant Payment
Systems, Inc. 


23.    Viant, Inc.


 






    Exhibit A
 


     


    

 


ANNEX B


TO THE GUARANTEE


 


SUPPLEMENT NO. [ ],
dated as of [ ], 20[ ] (this “Supplement”), to the GUARANTEE, dated as of June 7, 2016 (as the same may
be amended, restated, supplemented, amended and restated or otherwise modified from time to time, the “Guarantee”),
made among POLARIS INTERMEDIATE CORP., a Delaware corporation (initial Holdings, whose rights and obligations therein,
after giving effect to the Internal Restructuring, were assumed by the Surviving Company (as defined below)), POLARIS MERGER
SUB CORP., a Delaware corporation, which on the Closing Date was merged with and into MPH Acquisition Corp 1, a Delaware corporation
(the “Target”) (with the Target surviving such merger and with such merged company existing under the laws
of the state of Delaware as the “Surviving Company”, whose rights and obligations therein, after giving effect
to the Internal Restructuring, were assumed by MPH Acquisition Holdings LLC (“MPH LLC”), a Delaware limited
liability company), each of the subsidiaries of the Borrower party thereto (each such subsidiary, individually, a “Subsidiary
Guarantor” and, collectively, the “Subsidiary Guarantors”; and together with Holdings and, other
than with respect to its own obligations, the Borrower, collectively, the “Guarantors”), and BARCLAYS BANK
PLC, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity,
the “Collateral Agent”).


 


A.            Reference
is made to the Credit Agreement, dated as of June 7, 2016 (as the same may be amended, restated, supplemented, amended and
restated or otherwise modified from time to time, the “Credit Agreement”), among Holdings (as defined therein),
the Borrower (as defined therein), the banks, financial institutions and other investors from time to time party thereto (the
 “Lenders”), the Co- Obligors (as defined therein) from time to time party thereto, BARCLAYS BANK PLC, as Administrative
Agent, Collateral Agent, Letter of Credit Issuer and Swingline Lender, the other agents party thereto and the other parties from
time to time party thereto.


 


B.            Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee. The rules of
construction and other interpretative provisions specified in Section 1(b) of the Guarantee shall apply to this Supplement,
including terms defined in the preamble and recitals hereto.


 


C.            The
Guarantors have entered into the Guarantee in order to induce the Agents, the Lenders and the Letter of Credit Issuers to enter
into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit
to the Borrower under the Credit Agreement, to induce the holders of any Additional First Lien Obligations to make their advances
thereunder, to induce one or more Hedge Banks to enter into Secured Hedging Agreements with any Credit Party or any Restricted
Subsidiary and to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management
Agreements to any Credit Party or any Restricted Subsidiary. Section 9.10 of the Credit Agreement and Section 21 of
the Guarantee provide that additional Subsidiaries may become Guarantors under the Guarantee by execution and delivery of an instrument
in the form of this Supplement. Each undersigned Subsidiary (each a “New Guarantor”) is executing this Supplement
in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guarantee in order to induce the Lenders
and the Letter of Credit Issuers to make additional Extensions of Credit to the Borrower under the Credit Agreement, to induce
the holders of any Additional First Lien Obligations to make additional advances thereunder, if applicable, to induce one or more
Hedge Banks to enter into Secured Hedging Agreements with any Credit Party or any Restricted Subsidiary and to induce one or more
Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party or
any Restricted Subsidiary and as consideration for Extensions of Credit previously made, advances previously made under any Additional
First Lien Agreement, Secured Hedging Agreements previously entered into and Cash Management Services previously provided.


 






    Exhibit A
 


     


    

 


Accordingly, the Collateral Agent
and each New Guarantor agrees as follows:


 


SECTION 1.
In accordance with Section 21 of the Guarantee, each New Guarantor by its signature below becomes a Guarantor under the Guarantee
with the same force and effect as if originally named therein as a Guarantor and each New Guarantor hereby (a) agrees to
all the terms and provisions of the Guarantee applicable to it as a Guarantor thereunder and (b) represents and warrants
that the representations and warranties made by it as a Guarantor thereunder are true and correct in all material respects on
and as of the date hereof (except to the extent that they expressly relate to an earlier date, in which case they shall be true
and correct in all material respects as of such earlier date, and except where such representations and warranties are qualified
by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall
be true and correct in all respects). Each reference to a Guarantor in the Guarantee shall be deemed to include each New Guarantor.
The Guarantee is hereby incorporated herein by reference.


 


SECTION 2.
Each New Guarantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been
duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it
in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other
similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in
a proceeding in equity or law).


 


SECTION 3.
This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including
by facsimile or other electronic transmission (i.e., a “PDF” or “TIF” file)), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. This Supplement shall become effective as to each New
Guarantor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures
of such New Guarantor and the Collateral Agent.


 


SECTION 4.
Except as expressly supplemented hereby, the Guarantee shall remain in full force and effect.


 


SECTION 5.
THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 6.
Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Guarantee,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.


 






    Exhibit A
 


     


    

 


SECTION 7. All
notices, requests and demands pursuant hereto shall be made in accordance with Section 13 of the Guarantee. All communications
and notices hereunder to each New Guarantor shall be given to it in care of the Borrower at the Borrower’s address set forth
in Section 13.2 of the Credit Agreement.


 


SECTION 8. Each
New Guarantor agrees to reimburse the Collateral Agent for its reasonable and documented or invoiced out-of-pocket costs and expenses
in connection with this Supplement, including the reasonable fees, disbursements and other charges of one firm or counsel to the
Collateral Agent, and, to the extent necessary, a single firm of local counsel in each appropriate local jurisdiction (which may
include a single special counsel acting in multiple jurisdictions) or otherwise retained with the Borrower’s consent (such
consent not to be unreasonably withheld or delayed).


 






    Exhibit A
 


     


    

 


IN WITNESS WHEREOF,
each New Guarantor and the Collateral Agent have duly executed this Supplement to the Guarantee as of the day and year first above
written.


 


	 	[NEW GUARANTOR(S)]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	BARCLAYS BANK PLC, as Collateral Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:  




 






    Exhibit A
 


     


    





 


EXHIBIT B 


TO THE CREDIT AGREEMENT


 


FORM OF SECURITY
AGREEMENT


 


SECURITY
AGREEMENT, dated as of June 7, 2016 (this “Agreement”), among POLARIS INTERMEDIATE CORP.,
a Delaware corporation (whose rights and obligations herein, after giving effect to the Internal Restructuring, will be assumed
by the Surviving Company (as defined below)), POLARIS MERGER SUB CORP., a Delaware corporation, which on the Closing Date
shall be merged with and into MPH Acquisition Corp 1, a Delaware corporation (the “Target”) (with the Target
surviving such merger and with such merged company existing under the laws of the state of Delaware as the “Surviving
Company”, whose rights and obligations herein, after giving effect to the Internal Restructuring, will be assumed by
MPH Acquisition Holdings LLC, a Delaware limited liability company (“MPH LLC”)), each of the subsidiaries of
the Borrower listed on Annex A hereto or that becomes a party hereto pursuant to Section 7.13 (each such subsidiary, individually,
a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and, together with
Holdings and the Borrower, collectively, the “Grantors”), and BARCLAYS BANK PLC, as collateral agent
for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).


 


W I T N E S S E
T H


 


WHEREAS,
(a) Holdings and the Borrower are parties to that certain Credit Agreement, dated as of June 7, 2016 (the “Credit
Agreement”), with the Lenders from time to time party thereto, the Co-Obligors from time to time party thereto, BARCLAYS
BANK PLC, as the Administrative Agent, the Collateral Agent, Letter of Credit Issuer and Swingline Lender, the other agents party
thereto and the other parties from time to time party thereto, pursuant to which the Lenders have severally agreed to make Loans
to the Borrower and the Letter of Credit Issuers have agreed to issue letters of credit for the account of the Borrower upon the
terms and subject to the conditions set forth therein, (b) one or more Hedge Banks may from time to time enter into Secured
Hedging Agreements with any Credit Party or any Restricted Subsidiary, (c) one or more Cash Management Banks may from time
to time provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party or any Restricted
Subsidiary and (d) the Credit Parties may incur Additional First Lien Obligations (as defined below) from time to time to
the extent permitted by the Credit Agreement and each Additional First Lien Agreement (as defined below) (clauses (a), (b), (c) and
(d), collectively, the “Extensions of Credit”);


 


WHEREAS,
pursuant to the Guarantee, dated as of June 7, 2016 (the “Guarantee”), each Grantor (other than the Borrower
in respect of its own obligations) has agreed to guarantee to the Collateral Agent, for the benefit of the Secured Parties, the
prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the First
Lien Obligations;


 


WHEREAS,
Holdings, the Borrower (other than in respect of its own obligations) and each of the Subsidiary Grantors may also unconditionally
and irrevocably guaranty, as primary obligors and not merely as sureties, for the benefit of the Secured Parties under any Additional
First Lien Agreements, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration
or otherwise) of the Additional First Lien Obligations;


 


WHEREAS,
Holdings is an affiliate of the Borrower and each Subsidiary Grantor is a Subsidiary of the Borrower;


 






    Exhibit B
 


     


    

 


WHEREAS,
the proceeds of the Extensions of Credit will be used in part to enable the Borrower to make valuable transfers to Holdings and
the Subsidiary Grantors in connection with the operation of their respective businesses;


 


WHEREAS,
it is a condition precedent to the obligations of the Lenders and the Letter of Credit Issuers to make their respective Extensions
of Credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the
Collateral Agent, for the benefit of the Secured Parties; and


 


WHEREAS,
the Grantors acknowledge that they will derive substantial direct and indirect benefit from the Extensions of Credit and have
agreed to secure their obligations with respect thereto pursuant to this Agreement, on a first priority basis (subject to Liens
permitted by each of the Credit Agreement and any Additional First Lien Agreement).


 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, and to induce the Agents, the Lenders and the Letter of Credit Issuers to enter into the Credit
Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrower
under the Credit Agreement, to induce the holders of any Additional First Lien Obligations to make their advances under the applicable
Additional First Lien Agreement, to induce one or more Hedge Banks to enter into Secured Hedging Agreements with any Credit Party
or any Restricted Subsidiary and to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured
Cash Management Agreements to any Credit Party or any Restricted Subsidiary, the Grantors hereby agree with the Collateral Agent,
for the benefit of the Secured Parties, as follows:


 


1.            Defined
Terms.


 


(a)           (i) Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein (including terms used in the preamble and the
recitals) shall have the meanings given to them in the Credit Agreement and (ii) all terms defined in the Uniform Commercial
Code from time to time in effect in the State of New York (the “NY UCC”) and not defined herein or in the Credit
Agreement shall have the meanings specified therein (and if defined in more than one article of the NY UCC, shall have the meaning
specified in Article 9 thereof).


 


(b)           The
rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6, 1.7, 1.8 and 1.11 of the Credit
Agreement shall apply to this Agreement, including terms defined in the preamble and recitals to this Agreement.


 


(c)           The
following terms shall have the following meanings:


 


“Additional
First Lien Agreement” shall mean any indenture, credit agreement, loan agreement, note purchase agreement or other document,
instrument or agreement, if any, pursuant to which any Grantor has or will Incur Additional First Lien Obligations as permitted
by each of the Credit Agreement and any Additional First Lien Agreement then in effect; provided that, in each case, the
Indebtedness thereunder has been designated as Additional First Lien Obligations pursuant to and in accordance with Section 7.15.


 






    Exhibit B
 


     


    

 


“Additional
First Lien Obligations” shall mean all advances to, and debts, liabilities, obligations, covenants and duties of, any
Grantor arising under any Additional First Lien Agreement relating to Indebtedness Incurred by, or provided to, the Borrower and/or
any other Credit Party including, without limitation, Permitted Additional Debt Obligations and Permitted Equal Priority Refinancing
Debt in respect of the Obligations, whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by
or against any Grantor of any proceeding under any Debtor Relief Law naming such Person as the debtor in such proceeding (or that
would accrue but for the operation of applicable Debtor Relief Law), regardless of whether such interest and fees are allowed
claims in such proceeding, in each case, that have been designated as Additional First Lien Obligations pursuant to and in accordance
with Section 7.15.


 


“Additional
Secured Party Consent” shall mean a consent in the form of Exhibit 3 to this Agreement.


 


“After-Acquired
Intellectual Property Collateral” shall have the meaning assigned to such term in Section 4.1(c).


 


“Agreement”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Authorized
Representative” shall mean (a) the Administrative Agent with respect to the Credit Agreement and (b) any duly
authorized agent, trustee or representative of any other Secured Party under Additional First Lien Agreements designated as “Authorized
Representative” for any Secured Party in an Additional Secured Party Consent delivered to the Collateral Agent.


 


“Collateral”
shall have the meaning assigned to such term in Section 2.


 


“Collateral
Account” shall mean any collateral account established by the Collateral Agent as provided in Section 5.1(b).


 


“Collateral
Agent” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Control”
shall mean in the case of any Deposit Account, “control,” as such term is defined in Section 9-104 of the NY
UCC.


 


“Copyrights”
shall mean all (a) copyrights, rights in works of authorship, mask works and integrated circuit designs and other rights
subject to the copyright laws of the United States, or of any other country or any group of countries, including copyrights and
other rights in Software, data, databases, Internet web sites and the proprietary content thereof, (b) registrations,
renewals, rights of reversion, extensions, supplemental registrations, recordings and applications for registration of any of
the foregoing in the United States or any other country, including registrations, recordings, supplemental registrations and pending
applications for registration in the United States Copyright Office, and (c) rights to obtain all renewals, reversions and
extensions thereof.


 


“Credit
Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.


 


“Credit
Party” shall mean the Borrower, Holdings, the Subsidiary Grantors and each other Subsidiary of the Borrower that is
a party to the Credit Agreement, any other Credit Document or any Additional First Lien Agreement.


 






    Exhibit B
 


     


    

 


“Default”
or “Event of Default” shall mean a “default” or “event of default” under the Credit
Agreement or under any Additional First Lien Agreement.


 


“Equipment”
shall mean all “equipment,” as such term is defined in Article 9 of the NY UCC, now or hereafter owned by any
Grantor or to which any Grantor has rights and, in any event, shall include all machinery, equipment, furnishings, movable trade
fixtures and vehicles now or hereafter owned by any Grantor or to which any Grantor has rights and any and all additions, substitutions
and replacements of any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories
installed thereon or affixed thereto.


 


“Excluded
Property” shall mean (a) (i) any fee owned real property that is not Material Real Property and (ii) all
real property leasehold interests (including requirements to deliver landlord lien waivers, estoppels and collateral access letters),
(b) any Subject Property, (c) any property included in the definition of “Collateral” in the Pledge Agreement,
(d) any Excluded Capital Stock, (e) any property with respect to which the Collateral Agent and the Borrower reasonably
agree in writing that the costs or other consequences of granting or perfecting a security interest therein is excessive in view
of the benefits to be obtained by the Secured Parties therefrom, (f) any “intent-to-use” trademark application
filed with the United States Patent and Trademark Office prior to the filing and acceptance of a “Statement of Use”
or “Amendment to Allege Use” with respect thereto, (g) any cash, Cash Equivalents, Deposit Accounts, Securities
Accounts (including securities entitlements and related assets) or Commodity Accounts (but, in each case, not including cash or
cash equivalents representing the proceeds of assets otherwise constituting Collateral), in each case, other than any Collateral
Account, (h) any Capital Stock of any Immaterial Subsidiary or Special Purpose Subsidiary, (i) any aircraft, aircraft
engines and related assets and (j) and any property to the extent a security interest in such property would result in material
adverse tax consequences to the Borrower or any Subsidiary of the Borrower as reasonably determined by the Borrower in consultation
with (but without requiring the consent of) the Collateral Agent; provided, however, that Excluded Property shall
not include any Proceeds, substitutions or replacements of any property referred to in clauses (a) through (j) above
(unless such Proceeds, substitutions or replacements would constitute Excluded Property referred to in clauses (a) through
(j) above).


 


“Extensions
of Credit” shall have the meaning assigned to such term in the recitals to this Agreement.


 


“First
Lien Obligations” shall mean, collectively, the Obligations and any Additional First Lien Obligations.


 


“General
Intangibles” shall mean all “general intangibles” as such term is defined in Article 9 of the NY UCC
and, in any event, including with respect to any Grantor, all contracts, agreements, instruments and indentures in any form, and
portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such
Grantor or any property of such Grantor is subject, as the same may from time to time be amended, restated, supplemented, amended
and restated or otherwise modified, including (a) all rights of such Grantor to receive moneys due and to become due to it
thereunder or in connection therewith, (b) all rights of such Grantor to receive proceeds of any insurance, indemnity, warranty
or guarantee with respect thereto, (c) all claims of such Grantor for damages arising out of any breach of or default thereunder
and (d) all rights of such Grantor to terminate, amend, supplement, modify or exercise rights or options thereunder, to perform
thereunder and to compel performance and otherwise exercise all remedies thereunder.


 






    Exhibit B
 


     


    

 


“Grantors”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Guarantee”
shall have the meaning assigned to such term in the recitals to this Agreement.


 


“Intellectual
Property” shall mean any and all intellectual property and General Intangibles of similar or like nature, and all rights
therein, including Trade Secrets, Copyrights, Patents, Trademarks and IP Agreements, and all rights to sue at law or in equity
for any past, present, or future infringement, misappropriation, dilution, violation, misuse or other impairment thereof or unfair
competition therewith, including the right to receive and collect injunctive or other equitable relief and damages and compensation,
and all rights to receive and collect Proceeds therefrom.


 


“Intellectual
Property Collateral” shall mean the Collateral constituting Intellectual Property, including the U.S. Recordable Intellectual
Property set forth in Schedule 1 hereto.


 


“Intellectual
Property Security Agreement” shall have the meaning assigned to such term in Section 4.4(e).


 


“IP
Agreements” shall mean any and all written agreements, contracts, permits, consents, orders and franchises, now or hereafter
in effect, to which any Grantor, now or hereafter, is a party, relating to the license, sublicense, development, use, manufacture,
distribution, sale, acquisition or disclosure of any Intellectual Property.


 


“NY
UCC” shall have the meaning assigned to such term in Section 1(a)(ii).


 


“Patents”
shall mean all (a) patents, statutory invention registrations, certificates of invention, industrial designs and utility
models, and all pending applications of the foregoing, (b) provisionals, reissues, reexaminations, continuations, divisions,
continuations-in-part, renewals or extensions thereof and (c) the inventions, discoveries and designs disclosed or claimed
therein and all improvements thereto, including the right to make, use and/or sell the inventions, discoveries and designs disclosed
or claimed therein.


 


“Proceeds”
shall mean all “proceeds” as such term is defined in Article 9 of the NY UCC and, in any event, shall include
with respect to any Grantor, any consideration received from the sale, exchange, license, lease or other Disposition of any asset
or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment
received from any insurer or other Person as a result of the destruction, loss, theft, damage or other involuntary conversion
of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and negotiable instruments
received by or held on behalf of the Collateral Agent, (b) any claim of any Grantor against any third party for (and the
right to sue and recover for and the rights to damages or profits due or accrued arising out of or in connection with) (i) past,
present or future infringement, misappropriation, dilution, violation, misuse or other impairment or unfair competition, where
applicable, of any Patent, Trademark, Copyright or Trade Secret, now or hereafter owned by any Grantor, or licensed to Grantor
under an IP Agreement or injury to the goodwill associated with or symbolized by any Trademark now or hereafter owned by any Grantor,
and (ii) past, present or future breach of any IP Agreement and (c) any and all other amounts from time to time paid
or payable under or in connection with any of the Collateral.


 






    Exhibit B
 


     


    

 


“Secured
Debt Documents” shall mean, collectively, the Credit Documents, each Secured Hedging Agreement entered into with a Hedge
Bank and each Secured Cash Management Agreement entered into with a Cash Management Bank.


 


“Secured
Parties” shall mean, collectively, the Secured Parties (as defined in the Credit Agreement) and, if any, the holders
of Additional First Lien Obligations and any Authorized Representative with respect thereto.


 


“Securities
Account” shall mean all “securities accounts,” as such term is defined in Article 8 of the NY UCC.


 


“Security
Interest” shall have the meaning assigned to such term in Section 2(a).


 


“Software”
shall mean all “software,” as such term is defined in Article 9 of the NY UCC, and shall further include all
source code, object code, processes, algorithms, methods, data structures, interfaces and documentation related thereto.


 


“Subject
Property” shall have the meaning assigned to such term in the proviso to Section 2(a).


 


“Subsidiary
Grantor” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Termination
Date” shall mean the date on which all First Lien Obligations (other than (i) Hedging Obligations in respect of
any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and
(iii) any contingent obligations or other contingent indemnification obligations not then due and payable) have been paid
in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized
or back-stopped to the reasonable satisfaction of the applicable Letter of Credit Issuer.


 


“Trademarks”
shall mean all (a) trademarks, service marks, domain names, trade names, corporate names, company names, business names,
fictitious business names, trade styles, trade dress, logos, slogans, other source or business identifiers, now existing or hereafter
adopted or acquired, whether registered or unregistered, and all registrations, recordings and applications for registration filed
in connection with the foregoing, including registrations, recordings and applications for registration in the United States Patent
and Trademark Office or any similar offices in any State of the United States or any political subdivision thereof, and all common-law
rights related thereto, (b) all goodwill associated therewith or symbolized thereby and (c) all extensions or renewals
thereof.


 


“Trade
Secrets” shall mean all confidential and proprietary information, including technology, know-how, trade secrets, manufacturing
and production processes and techniques, inventions, research and development information, including, without limitation, technical
data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier
lists and information.


 


“Uniform
Commercial Code” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified)
in any applicable state or jurisdiction.


 


“U.S.
Recordable Intellectual Property” shall have the meaning set forth in Section 3.2.


 






    Exhibit B
 


     


    

 


“U.S. Registered Intellectual
Property” shall have the meaning set forth in Section 3.2.


 


“Vehicles”
shall mean all cars, trucks, trailers, and other vehicles covered by a certificate of title law of any state or other jurisdiction
and all tires and other appurtenances to any of the foregoing.


 


(d)           Where
the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to
such Grantor’s Collateral or the relevant part thereof.


 


2.            Grant
of Security Interest.


 


(a)           As
security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of the First
Lien Obligations, each Grantor hereby transfers, assigns and pledges to the Collateral Agent, for the benefit of the Secured Parties,
and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien
on (the “Security Interest”) all of such Grantor’s right, title and interest in (subject only to Liens
permitted under each of the Credit Agreement and any Additional First Lien Agreement) and to all of the following assets and properties,
whether now owned or existing or hereafter acquired or existing or in which such Grantor now has or at any time in the future
may acquire any right, title or interest (collectively, the “Collateral”):


 


(i)            all
Accounts;


 


(ii)           all
Chattel Paper;


 


(iii)          all
Commercial Tort Claims described in Schedule 2 to this Agreement;


 


(iv)          all
Documents;


 


(v)           all
Equipment;


 


(vi)          all
Fixtures;


 


(vii)         all
General Intangibles;


 


(viii)        all
Goods;


 


(ix)           all
Instruments;


 


(x)            all
Intellectual Property;


 


(xi)           all
Inventory;


 


(xii)          all
Investment Property;


 


(xiii)         all
letters of credit and Letter-of-Credit Rights;


 


(xiv)        all
Supporting Obligations;


 


(xv)         such
Grantor’s ownership interest in (1) any Collateral Account, (2) all cash held in a Collateral Account and (3) all
money that was withdrawn by the Collateral Agent from the Collateral Account or deposited by the Borrower with the Collateral
Agent, in each case, pending prompt payment to Lenders;


 






    Exhibit B
 


     


    

 


(xvi)        all
books and records pertaining to the Collateral; and


 


(xvii)       to
the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees
given by any Person with respect to the foregoing;


 


provided,
however, that notwithstanding any other provision of this Agreement:


 


(A)             this
Agreement shall not constitute a grant of a security interest in or Lien on (1) any property to the extent that such grant
of a security interest in or Lien on such property is prohibited by any Applicable Law or requires a consent not obtained of any
Governmental Authority pursuant to any Applicable Law, (2) any contract, license, lease, agreement, permit, instrument, security
or franchise agreement or other document (a “Contract”) to which any Grantor is a party or any asset, right
or property (including any property that is subject to a Lien permitted pursuant to the following clauses of Section 10.2
of the Credit Agreement: (c), (e) (but only in the case of clauses (c) or (f) of Section 10.2 of the Credit
Agreement), (f), (p) or (ff)) (and accessions and additions to such assets, rights or property, replacements and products
thereof and customary security deposits, related contract rights and payment intangibles) of a Grantor that is subject to a purchase
money security interest, Financing Lease Obligation, similar arrangement or Contract and any of its rights or interests thereunder,
in each case only to the extent and for so long as the grant of such security interest or Lien in such Contract or such asset,
right or property is prohibited by or constitutes or results or would constitute or result in the invalidation, violation, breach,
default, forfeiture or unenforceability of any right, title or interest of such Grantor under such Contract or purchase money,
capital lease or similar arrangement or Contract or creates or would create a right of termination in favor of any other party
thereto (other than Holdings, the Borrower or any wholly owned Restricted Subsidiary of the Borrower), or requires consent not
obtained of any third party (it being understood and agreed that no Grantor or Restricted Subsidiary shall be required to seek
any such consent), after giving effect to the applicable anti-assignment clauses of the Uniform Commercial Code and Applicable
Laws, other than the Proceeds thereof the assignment of which is expressly deemed effective under the Uniform Commercial Code
or any similar Applicable Laws notwithstanding such prohibition, (3) any Governmental Authority licenses or state or local
Governmental Authority franchises, charters or authorizations, to the extent the grant of a security interest in any such licenses,
franchise, charter or authorization would be prohibited or restricted by such license, franchise, charter or authorization or
(4) any property to the extent that such grant of a security interest would result in the forfeiture of the Grantor’s
rights in the property (including any legally effective prohibition or restriction) (the property described in any of clauses
(1), (2), (3) or (4), collectively the “Subject Property”); provided, however, that the
foregoing exclusions shall not apply to the extent that any such prohibition, default or other term would be rendered ineffective
pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code of any relevant jurisdiction, or any other
Applicable Law or principles of equity; and provided, further, that the Security Interest shall attach immediately
to any property (or any portion thereof) that would otherwise constitute Collateral but for the operation of clauses (1), (2),
(3) or (4) above upon such property ceasing to constitute Subject Property;


 


(B)              the
Collateral shall not include any Excluded Property and no Grantor shall be deemed to have granted a Security Interest in any of
such Grantor’s rights or interests in any Excluded Property;


 






    Exhibit B
 


     


    

 


(C)              Notwithstanding
anything herein to the contrary, the Grantors shall not be required to take any action intended to cause “Excluded Property”
to constitute Collateral (but without limitation of any requirements set forth in clause (i) of the definition of “Excluded
Subsidiary”).


 


(D)             The
Surviving Company and the Subsidiary Grantors shall have no rights or obligations hereunder until the consummation of the Merger,
and any representations and warranties of the Surviving Company and the Subsidiary Grantors hereunder shall not become effective
until such time. Upon consummation of the Merger, the signature pages to this Agreement submitted on behalf of the Subsidiary
Grantors shall be deemed released, the Surviving Company shall succeed to all the rights and obligations of Merger Sub under this
Agreement, the Surviving Company and the Subsidiary Grantors shall succeed to, or become subject to, all the rights and obligations
under the other Credit Documents to which they are a party and all representations and warranties of the Surviving Company and
the Subsidiary Grantors hereunder shall become effective as of the time of consummation of the Merger, without any further action
by any Person;


 


(E)              The
Surviving Company shall have no rights or obligations hereunder as Holdings until the consummation of the Internal Restructuring,
and any representations and warranties of the Surviving Company in its capacity as Holdings under the Credit Documents shall not
become effective until such time. Upon consummation of the Internal Restructuring, the Surviving Company shall succeed to all
the rights and obligations of Polaris Intermediate as Holdings under this Agreement, and the Surviving Company shall succeed to
all the rights and obligations of Polaris Intermediate under the other Credit Documents to which Holdings is a party, and all
representations and warranties of the Surviving Company in its capacity as Holdings hereunder shall become effective as of the
time of consummation of the Internal Restructuring, without any further action by any Person; and


 


(F)              MPH
LLC shall have no rights or obligations hereunder in any capacity until the consummation of the Internal Restructuring, and any
representations and warranties of MPH LLC hereunder shall not become effective until such time. Upon consummation of the Internal
Restructuring, the signature pages to this Agreement submitted on behalf of MPH LLC shall be deemed released, MPH LLC shall
succeed to all the rights and obligations of the Surviving Company as Borrower and a Grantor under this Agreement, and MPH LLC
shall succeed to all the rights and obligations of the Surviving Company as Borrower under the other Credit Documents to which
the Borrower is a party, and all representations and warranties of MPH LLC hereunder shall become effective as of the time of
consummation of the Internal Restructuring, without any further action by any Person.


 


(b)           Each
Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction
any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments
thereto and continuations thereof that contain the information required by Article 9 of the Uniform Commercial Code of each
applicable jurisdiction for the filing of any financing statement or amendment or continuation, including whether such Grantor
is an organization, the type of organization and any organizational identification number issued to such Grantor. Such financing
statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral
that describes such property in any other manner such as “all assets” or “all personal property, whether now
owned or hereafter acquired” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater
detail and in the case of a financing statement filed as a fixture filing or covering the Collateral constituting minerals or
the like to be extracted or timber to be cut, a sufficient description of the real property to which such Collateral relates.
Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.


 






    Exhibit B
 


     


    

 


Each Grantor also
ratifies any authorization previously given in writing to the Collateral Agent to file in any relevant jurisdiction any initial
financing statements or amendments thereto or continuations thereof if filed prior to the date hereof.


 


The Collateral Agent
is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor
office) such documents executed by such Grantor as may be necessary or advisable for the purpose of perfecting, confirming, continuing,
enforcing, protecting or providing notice of the Security Interests granted by each Grantor in respect of U.S. Recordable Intellectual
Property, executed by each applicable Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured
party.


 


This Agreement secures
the payment of all the First Lien Obligations. Without limiting the generality of the foregoing, this Agreement secures the payment
of all amounts that constitute part of the First Lien Obligations and would be owed to the Collateral Agent or the Secured Parties
but for the fact that they are unenforceable or not allowable due to the existence of a proceeding under any Debtor Relief Law
involving any Grantor.


 


The Security Interests
created hereby are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any
way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.


 


3.          Representations
and Warranties.


 


Each Grantor hereby represents
and warrants to the Collateral Agent and each Secured Party that:


 


3.1.          Title;
No Other Liens. Except for (a) the Security Interest granted to the Collateral Agent, for the benefit of the Secured
Parties, pursuant to this Agreement and (b) Liens permitted under each of the Credit Agreement and any Additional First Lien
Agreements, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others and has the
corporate or other organizational power and authority to execute, deliver and carry out the terms and provisions of this Agreement
and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this
Agreement. To the knowledge of such Grantor, no action or proceeding seeking to limit, cancel or question the validity of such
Grantor’s ownership interest in the Collateral, that would reasonably be expected to result in a Material Adverse Effect,
is pending or threatened. None of the Grantors has filed or consented to the filing of any (x) security agreement, financing
statement or analogous document under the Uniform Commercial Code or any other Applicable Laws covering any Collateral, (y) assignment
for security in which any Grantor assigns any Intellectual Property Collateral or any security agreement or similar instrument
covering any Intellectual Property Collateral with the United States Patent and Trademark Office or the United States Copyright
Office, which security agreement, financing statement or similar instrument or assignment is still in effect or (z) assignment
for security in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral
with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security
agreement or similar instrument is still in effect, except in the case of each of clauses (x), (y) and (z) above, such
as (i) have been filed in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement
and the other Credit Documents or (ii) are filed in respect of Liens permitted under each of the Credit Agreement and any
Additional First Lien Agreements. For the avoidance of doubt, any reference herein to Liens permitted under each of the Credit
Agreement and any Additional First Lien Agreements shall mean only Liens permitted to be outstanding under both the Credit Agreement
(so long as it is in effect) and any Additional First Lien Agreement (but only to the extent such agreement exists and is in effect).


 






    Exhibit B
 


     


    

 


3.2.          Intellectual
Property.


 


(a)           As
of the Closing Date, Schedule 1 hereto contains a true and correct list of all (i) United States federal issued patents,
pending patent applications, trademark registrations, pending trademark applications and copyright registrations (collectively,
the “U.S. Registered Intellectual Property”), owned by each Grantor, and indicating for each such item, as
applicable, the application and/or registration number and the identity of the current applicant or registered owner, and (ii) exclusive
licenses of third party U.S. issued, registered or applied for Intellectual Property to which a Grantor is an exclusive licensee
(together with the U.S. Registered Intellectual Property, the “U.S. Recordable Intellectual Property”), and
indicating for each item the name of the agreement, the parties, the date, and a list of any issued, registered or applied for
Intellectual Property exclusively licensed pursuant thereto. Except as set forth on Schedule 1, each Grantor exclusively owns
all right, title and interest in and to the U.S. Registered Intellectual Property identified on Schedule 1.


 


(b)           Except
as would not reasonably be expected to result in a Material Adverse Effect:


 


(i)            the
Intellectual Property Collateral is subsisting, and to such Grantor’s knowledge, valid and enforceable and there are no
pending or, to such Grantor’s knowledge, threatened (in writing) claims challenging the ownership, right to use, validity
or enforceability of the Intellectual Property Collateral owned by each Grantor; and


 


(ii)           to
such Grantor’s knowledge, no Person is engaging in any activity that infringes, misappropriates, dilutes or otherwise violates
the Intellectual Property Collateral owned by each Grantor or the Grantor’s rights in or use thereof.


 


3.3.          Perfected
Security Interests.


 


(a)            Subject
to the limitations set forth in clause (b) of this Section 3.3, the Pledge Agreement and Section 9.11 of the Credit
Agreement, the Security Interests granted pursuant to this Agreement (i) will constitute legal and valid perfected security
interests in the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, as collateral security for
the First Lien Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a
financing statement under the Uniform Commercial Code of any jurisdiction, the filing of financing statements naming each Grantor
as “debtor” and the Collateral Agent as “secured party” and describing the Collateral in the applicable
filing offices, (B) in the case of Instruments, Tangible Chattel Paper, negotiable Documents and Certificated Securities,
the earlier of the delivery thereof to the Collateral Agent and the filing of the financing statements referred to in clause (A),
and/or (C) in the case of U.S. Recordable Intellectual Property that is part of the Intellectual Property Collateral, the
filing of the financing statements referred to in clause (A) and the completion of the filing, registration and recording
of fully executed agreements in the form of the Intellectual Property Security Agreement set forth in Exhibit 2 hereto with,
as applicable, (x) the United States Patent and Trademark Office or (y) the United States Copyright Office and (ii) are
prior to all other Liens on the Collateral other than Liens permitted by each of the Credit Agreement and any Additional First
Lien Agreements or Liens having priority over the Collateral Agent’s Lien by operation of Applicable Law. No Grantor shall
be required to complete any filings or otherwise take any action with respect to the perfection of the Security Interests created
hereby in any jurisdiction outside of the United States or incur or reimburse any expense in connection therewith.


 






    Exhibit B
 


     


    

 


(b)           Notwithstanding
anything to the contrary herein, no Grantor shall be required to perfect the Security Interests created hereby by any means other
than (i) filings pursuant to the Uniform Commercial Code, (ii) filings with the United States Patent and Trademark Office
or the United States Copyright Office, as applicable, with respect to U.S. Recordable Intellectual Property, (iii) in the
case of Collateral that constitutes Tangible Chattel Paper, Instruments, negotiable Documents or Certificated Securities,
in each case, to the extent included in the Collateral and required by Section 4.5, delivery to the Collateral Agent to be
held in its possession in the United States and (iv) in the case of Collateral that constitutes Commercial Tort Claims taking
the actions specified by Section 4.1(d). No Grantor shall be required to (1) (x) enter into any security agreements
governed under foreign law or (y) complete any filings or take any other actions in any foreign jurisdiction or required
by foreign law to create any security interest in Collateral located or titled outside the United States or to perfect or make
enforceable any Security Interest in any foreign jurisdiction or required by foreign law, (2) except as described in clauses
(iii) and (iv) above, take actions to perfect by Control, including delivering control agreements with respect to Deposit
Accounts, Securities Accounts or Commodity Accounts, (3) take any perfection actions with respect to (x) Letter of Credit
Rights, except to the extent constituting Supporting Obligations of other Collateral as to which perfection is accomplished by
the filing of a Uniform Commercial Code financing statement or equivalent (it being understood that no actions shall be required
to perfect a security interest in Letter of Credit Rights, other than the filing of a Uniform Commercial Code financing statement
or equivalent) and (y) Vehicles and other assets subject to certificates of title or (4) deliver Certificated Securities,
if any, representing or evidencing the Securities of an Immaterial Subsidiary or Special Purpose Subsidiary or of any Person that
is not a Subsidiary.


 


(c)            It
is understood and agreed that the Security Interests created hereby shall not prevent the Grantors from using the Collateral in
the ordinary course of their respective businesses or as otherwise permitted by the Credit Agreement and any Additional First
Lien Agreements.


 


(d)           The
Perfection Certificate has been duly prepared, completed and executed and the information set forth therein (including (i) the
exact legal name of each Grantor and (ii) the jurisdiction of organization of each Grantor) is correct and complete in all
material respects as of the Closing Date.


 


4.          Covenants.


 


Each Grantor hereby
covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until
the Termination Date:


 


4.1.          Maintenance
of Perfected Security Interest; Further Documentation.


 


(a)           Such
Grantor shall (i) maintain the Security Interests created hereby as perfected first priority security interests (subject
to Section 3.3(b) and to any Lien permitted by each of the Credit Agreement and any Additional First Lien Agreements)
unless such Security Interests cease to be perfected first priority security interests (x) as a result of a release of Collateral
permitted under Section 13.17 of the Credit Agreement or (y) as a result of the Collateral Agent’s failure to
(1) maintain possession of any Tangible Chattel Paper, Instruments or Certificated Securities delivered to it under
the Security Documents or (2) file and maintain proper Uniform Commercial Code statements (including continuation statements)
and (ii) subject to Section 3.3(b), take any such actions as may be required under Applicable Law or which the Collateral
Agent or the Required Lenders may reasonably request to defend the Security Interests created hereby and the priority thereof
against the claims and demands not expressly permitted by each of the Credit Agreement and any Additional First Lien Agreements
of all Persons whomsoever.


 






    Exhibit B
 


     


    

 


(b)           Such
Grantor will furnish to the Collateral Agent from time to time statements, at such Grantor’s sole cost and expense, and
schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith
as the Collateral Agent may reasonably request, all in such detail as the Collateral Agent may reasonably request.


 


(c)            Each
Grantor agrees that should it, after the Closing Date, obtain an ownership interest in or become a party to any U.S. Recordable
Intellectual Property or obtain an ownership interest in any United States “intent-to-use” trademark application for
which an “Amendment to Allege Use” or a verified “Statement of Use” has been filed and accepted by the
United States Patent and Trademark Office that would, had it been owned on the Closing Date, be considered a part of the Intellectual
Property Collateral (collectively, “After-Acquired Intellectual Property Collateral”), such After-Acquired
Intellectual Property Collateral shall automatically become part of the Intellectual Property Collateral, subject to the terms
and conditions of this Agreement with respect thereto. In addition, such Grantor shall, on the date the Borrower is required to
deliver the financial statements provided for in Section 9.1(a) for the fiscal period of the Borrower to occur after
the acquisition of such After-Acquired Intellectual Property Collateral, execute and deliver to the Collateral Agent agreements
substantially in the form of Exhibit 2 hereto covering such After-Acquired Intellectual Property Collateral to be recorded
with the United States Patent and Trademark Office or the United States Copyright Office, as applicable.


 


(d)           As
of the Closing Date, each Grantor hereby represents and warrants that it holds no individual Commercial Tort Claim with a value
in excess of $10,000,000 other than those listed in Schedule 2. If any Grantor shall at any time hold or acquire a Commercial
Tort Claim for which a claim or counterclaim has been filed and is known to an Authorized Officer of the applicable Grantor, such
Grantor shall, on each date that the Borrower is required to deliver Section 9.1 Financials for the next fiscal period of
the Borrower to occur after first holding or acquiring such Commercial Tort Claim, notify the Collateral Agent in writing signed
by such Grantor setting forth in reasonable detail the basis for and nature of such Commercial Tort Claim and promptly thereafter
grant to the Collateral Agent a Security Interest therein and in the Proceeds thereof, all upon the terms of this Agreement. The
requirement in the preceding sentence shall not apply to the extent that the amount of any such individual Commercial Tort Claim
does not exceed $10,000,000 or the extent that such Grantor shall have previously notified the Collateral Agent with respect to
any previously held or acquired Commercial Tort Claim.


 


(e)            Subject
to Section 3.3(b), each Grantor agrees that at any time and from time to time, at the expense of such Grantor, it will execute
any and all further documents, financing statements, agreements and instruments, and take all such further actions (including
the filing and recording of financing statements and other documents), which may be required under any Applicable Law or which
the Collateral Agent or the Required Lenders (or if there are any Additional First Lien Obligations outstanding, subject to the
terms of any intercreditor agreement among the holders of First Lien Obligations, the requisite holders or lenders of such Additional
First Lien Obligations) may reasonably request, in order (x) to grant, preserve, protect and perfect the validity and priority
of the Security Interests created or intended to be created hereby or (y) to enable the Collateral Agent to exercise and
enforce its rights and remedies hereunder with respect to any Collateral, including the filing of any financing or continuation
statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Security Interests created hereby,
all at the expense of such Grantor. Without limiting the generality of the foregoing, such Grantor shall comply with Section 9.14
of the Credit Agreement and any equivalent provision of any Additional First Lien Agreement.


 






    Exhibit B
 


     


    

 



 


4.2.          Changes
in Locations, Name, etc. Each Grantor will furnish to the Collateral Agent prompt written notice (which shall in any
event be provided within 60 days of such change or such longer period as the Collateral Agent may agree) of any change (i) in
its legal name, (ii) in its jurisdiction of incorporation or organization, (iii) in its identity or type of organization
or corporate structure or (iv) in its Federal Taxpayer Identification Number or organizational identification number, if
any, to the extent such Federal Taxpayer Identification Number or organizational identification number is required to be listed
on Uniform Commercial Code financing statements for purposes of perfecting any Security Interest, in each case to the extent required
in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected Security
Interest in the Collateral for the benefit of the Secured Parties. Each Grantor agrees promptly to provide the Collateral Agent
with certified Organizational Documents reflecting any of the changes described in the first sentence of this paragraph.


 


4.3.          Notices.


 


(a)           Each
Grantor will advise the Collateral Agent in reasonable detail, of any Lien of which it has knowledge (other than the Security
Interests created hereby and other Liens permitted under each of the Credit Agreement and any Additional First Lien Agreements)
on any of the Collateral which would adversely affect, in any material respect, the ability of the Collateral Agent to exercise
any of its remedies hereunder.


 


(b)           Upon
the occurrence and during the continuation of any Event of Default, and after written notice is delivered to the applicable Grantor,
(i) the Collateral Agent may adjust settlement for any insurance policy covering the Collateral in the event of any loss
thereunder and/or approve any award granted in any condemnation or similar proceeding affecting the Collateral and (ii) all
insurance payments or condemnation awards in respect of any Collateral shall be paid to and applied by the Collateral Agent as
specified in Section 5.4.


 


4.4.          Intellectual
Property.


 


(a)           With
respect to each item of Intellectual Property Collateral owned by each Grantor, each Grantor agrees to take, at its expense, all
commercially reasonable steps, including, as applicable, in the United States Patent and Trademark Office, the United States Copyright
Office and any other Governmental Authority located in the United States, to (i) maintain the validity and enforceability
of such Intellectual Property Collateral and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue
the registration and maintenance of each Patent, Trademark, or Copyright registration or application for registration, now or
hereafter included in such Intellectual Property Collateral of such Grantor, except in each case of (i) and (ii) to
the extent otherwise permitted by the Credit Agreement or to the extent failure to do any of the foregoing would not reasonably
be expected to result in a Material Adverse Effect.


 


(b)           Such
Grantor shall (and shall take reasonable efforts to cause all its licensees to), in such Grantor’s reasonable business judgment
(i) (1) continue to use each Trademark included in the Intellectual Property Collateral in order to maintain such Trademark
in full force and effect with respect to each class of goods for which such Trademark is currently used, free from any claim of
abandonment for non-use, (2) maintain at least the same standards of quality of products and services offered under such
Trademark as are currently maintained, (3) use such Trademark with the appropriate notice of registration and all other notices
and legends required by Applicable Law and (ii) not do any act or omit to do any act whereby (w) such Trademark (or
any goodwill associated therewith) may become destroyed, invalidated, impaired or harmed in any way, (x) any Patent included
in the Intellectual Property Collateral may become forfeited, misused, unenforceable, abandoned or dedicated to the public or
(y) any portion of the Copyrights included in the Intellectual Property Collateral may become invalidated, otherwise impaired
or fall into the public domain, except in each case of (i) and (ii) to the extent permitted by the Credit Agreement
or to the extent failure to do any of the foregoing would not reasonably be expected to result in a Material Adverse Effect.


 









    Exhibit B
 


     


    

 



(c)           Except
as permitted by the Credit Agreement or except to the extent any of the following actions would not reasonably be expected to
result in a Material Adverse Effect, no Grantor shall abandon or allow to lapse any owned Intellectual Property Collateral unless
such Grantor shall have determined in such Grantor’s reasonable business judgment that the pursuit or maintenance of such
Intellectual Property Collateral is no longer desirable in the conduct of such Grantor’s business.


 


(d)           In
the event that any Grantor becomes aware after the Closing Date that any item of its material Intellectual Property Collateral
is being infringed, diluted, violated or misappropriated by a third party in any way that would reasonably be expected to have
a Material Adverse Effect, such Grantor shall promptly notify the Collateral Agent and take such actions, at its expense, as such
Grantor deems reasonable and appropriate under the circumstances to protect or enforce such Intellectual Property Collateral,
including, if such Grantor deems it necessary, suing for infringement, dilution, violation or misappropriation and for an injunction
against such infringement, dilution violation or misappropriation.


 


(e)          With
respect to its U.S. Recordable Intellectual Property owned by such Grantor in its own name or to which such Grantor is a party
on the Closing Date, as and when required by Section 4.1(c), each Grantor agrees to execute and deliver an agreement, in
substantially the form set forth in Exhibit 2 hereto (an “Intellectual Property Security Agreement”),
to the Collateral Agent covering such U.S. Recordable Intellectual Property to be recorded with, as applicable, the United States
Patent and Trademark Office and the United States Copyright Office.


 


(f)            Nothing
in this Agreement prevents any Grantor from disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise
allowing to lapse, terminate or put into the public domain any of its Intellectual Property Collateral to the extent permitted
by the Credit Agreement.


 


4.5.          Investment
Property. Subject to Section 3.3(b) and the Pledge Agreement, and limited to the requirements of Section 9.11
of the Credit Agreement, if any of the Collateral (other than any property included in the definition of “Collateral”
in the Pledge Agreement) is or shall become evidenced or represented by any Instrument, negotiable Document, Certificated Security
or Tangible Chattel Paper, such Instrument (other than checks received in the ordinary course of business), negotiable Document,
Certificated Security or Tangible Chattel Paper shall, in each case, be promptly delivered to the Collateral Agent on each date
that the Borrower is required to deliver Section 9.1 Financials for the next fiscal period of the Borrower to occur after
such Collateral first is or becomes evidenced or represented by any Instrument, negotiable Document, Certificated Security or
Tangible Chattel Paper, duly endorsed in a manner reasonably satisfactory to the Collateral Agent, to be held as Collateral pursuant
to this Agreement, if the Fair Market Value of any such individual Instrument, negotiable Document or Tangible Chattel Paper exceeds
$10,000,000, in each case except to the extent constituting Excluded Capital Stock, Capital Stock of an Immaterial Subsidiary
or Special Purpose Subsidiary or Capital Stock of a Minority Investment.


 






    Exhibit B
 


     


    

 


5.             Remedial
Provisions.


 


5.1.          Certain
Matters Relating to Accounts.


 


(a)           At
any time after the occurrence and during the continuation of an Event of Default after prior written notice is delivered to the
Grantor, the Collateral Agent shall have the right to make test verifications of the Accounts in any manner and through any medium
that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Collateral Agent
may reasonably require in connection with such test verifications. The Collateral Agent shall have the absolute right to share
any information it gains from such inspection or verification with any Secured Party; provided that the provisions of Section 13.16
of the Credit Agreement or any equivalent provision of any Additional First Lien Agreement shall apply to such information.


 


(b)          The
Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts and the Collateral Agent may curtail
or terminate said authority at any time upon three Business Days’ prior written notice after the occurrence and during the
continuation of an Event of Default. If required in writing by the Collateral Agent at any time after the occurrence and during
the continuation of an Event of Default, any payments of Accounts, when collected by any Grantor, (i) shall be forthwith
(and, in any event, within three Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor
to the Collateral Agent if required, in a Deposit Account maintained under the sole dominion and control of and on terms and conditions
reasonably satisfactory to the Collateral Agent (the “Collateral Account”), subject to withdrawal by the Collateral
Agent for the account of the Secured Parties only as provided in Sections 5.4 and 5.5, and (ii) until so turned over, shall
be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor.
Each such deposit of Proceeds of Accounts shall be accompanied by a report identifying in reasonable detail the nature and source
of the payments included in the deposit.


 


(c)           At
the Collateral Agent’s written request at any time after the occurrence and during the continuation of an Event of Default,
each Grantor shall deliver to the Collateral Agent all original and other documents evidencing, and relating to, the agreements
and transactions which gave rise to the Accounts, including all original orders, invoices and shipping receipts.


 


(d)           Upon
the occurrence and during the continuation of an Event of Default, and after prior written notice thereof is delivered to the
Grantor, a Grantor shall not grant any extension of the time of payment of any of the Accounts, compromise, compound or settle
the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof, or allow
any credit or discount whatsoever thereon if the Collateral Agent shall have instructed such Grantor in writing not to grant or
make any such extension, credit, discount, compromise, or settlement under any circumstances during the continuation of such Event
of Default.


 


(e)           Except
as otherwise provided in this Section 5.1, each Grantor may continue to collect, at its own expense, all amounts due or to
become due to such Grantor under the Accounts. In connection with such collections, each Grantor may take such action as such
Grantor may deem necessary or advisable to enforce collection of amounts due or to become due under the Accounts.


 


5.2.          Communications
with Obligors; Grantors Remain Liable.


 


(a)           The
Collateral Agent in its own name or in the name of others may at any time after the occurrence and during the continuation of
an Event of Default, after giving reasonable prior written notice to the relevant Grantor of its intent to do so, communicate
with obligors under the Accounts to verify with them to the Collateral Agent’s satisfaction the existence, amount and terms
of any Accounts. The Collateral Agent shall have the absolute right to share any information it gains from such inspection or
verification with any Secured Party; provided, that the provisions of Section 13.16 of the Credit Agreement or any
equivalent provision of any Additional First Lien Agreement shall apply to such information.


 






    Exhibit B
 


     


    

 


(b)           Upon
the prior written request of the Collateral Agent at any time after the occurrence and during the continuation of an Event of
Default (it being understood that the exercise of remedies by the Secured Parties in connection with an Event of Default under
Section 11.5 of the Credit Agreement or any equivalent provision of any Additional First Lien Agreement shall be deemed to
constitute a request by the Collateral Agent for the purposes of this sentence and in such circumstances, no such written notice
shall be required), each Grantor shall notify obligors on the Accounts that the Accounts have been assigned to the Collateral
Agent, for the benefit of the Secured Parties, and that payments in respect thereof shall be made directly to the Collateral Agent
and that the Collateral Agent may enforce such Grantor’s rights against such obligors.


 


(c)           Anything
herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Accounts to observe and perform all
the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement
giving rise thereto. Neither the Collateral Agent nor any Secured Party shall have any obligation or liability under any Account
(or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or
any Secured Party of any payment relating thereto, nor shall the Collateral Agent or any Secured Party be obligated in any manner
to perform any of the obligations of any Grantor under or pursuant to any Account (or any agreement giving rise thereto), to make
any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of
any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect
the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.


 


5.3.          Proceeds
to be Turned Over To Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties specified
in Section 5.1 with respect to payments of Accounts, if an Event of Default shall occur and be continuing and the Collateral
Agent gives prior notice in writing to the relevant Grantor (it being understood that the exercise of remedies by the Secured
Parties in connection with an Event of Default under Section 11.5 of the Credit Agreement or any equivalent provision of
any Additional First Lien Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence
and in such circumstances, no such written notice shall be required), all Proceeds received by any Grantor consisting of cash,
checks and other near-cash items shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties,
segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral
Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if required). All Proceeds
received by the Collateral Agent under this Section 5.3 shall be held by the Collateral Agent in a Collateral Account maintained
under its sole dominion and control and on terms and conditions reasonably satisfactory to the Collateral Agent. All Proceeds
while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Collateral Agent and the other
Secured Parties) shall continue to be held as collateral security for all the First Lien Obligations and shall not constitute
payment thereof until applied as provided in Section 5.4.


 


5.4.          Application
of Proceeds.


 


(a)           Except
as expressly provided elsewhere in this Agreement or any other Credit Document, all proceeds received by the Collateral Agent
in respect of any sale of, collection from or other realization upon all or any part of the Collateral (including, for the avoidance
of doubt, all amounts on deposit in the Collateral Account) shall be applied as follows:


 


(i)            FIRST,
to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent in connection
with such sale, collection or realization or otherwise in connection with this Agreement, the other Credit Documents, any Additional
First Lien Agreement or any of the First Lien Obligations, including all court costs and the reasonable and documented fees and
expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other
Credit Document on behalf of any Grantor and any other reasonable and documented out-of-pocket costs or expenses incurred in connection
with the exercise of any right or remedy hereunder, under any other Credit Document or under any Additional First Lien Agreement;


 






    Exhibit B
 


     


    

 


(ii)           SECOND,
to the Secured Parties, an amount equal to all First Lien Obligations owing to them on the date of any such distribution, and,
if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to
such Secured Parties in proportion to the unpaid amounts thereof; and


 


(iii)          THIRD,
any surplus then remaining shall be paid to the Grantors or their successors or assigns or to whomsoever may be lawfully entitled
to receive the same or as a court of competent jurisdiction may direct.


 


Notwithstanding
the foregoing, (i) no amounts received from any Grantor shall be applied to any Excluded Swap Obligation of such Grantor
and (ii) after the payments pursuant to clause FIRST above, if an intercreditor agreement (including the Equal Priority Intercreditor
Agreement or other Customary Intercreditor Agreement) has been entered into among the holders of First Lien Obligations which
provides for the application of proceeds received by the Collateral Agent in respect of any sale of, collection from or other
realization upon all or any part of the Collateral, then such proceeds shall be applied pursuant to the terms of such intercreditor
agreement (including the Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement) and in making the
determination and allocations required in any intercreditor agreement the Collateral Agent may conclusively rely upon information
supplied by the applicable Authorized Representatives as to the amounts of unpaid principal and interest and other amounts outstanding
with respect to such First Lien Obligations and the Collateral Agent shall have no liability to any of the Secured Parties for
actions taken in reliance on such information.


 


(b)          The
Collateral Agent shall have absolute discretion as to the time of the application of any such proceeds in accordance with this
Section 5.4. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute
or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge
to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the
application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for
the misapplication thereof.


 






    Exhibit B
 


     


    

 


5.5.          Code
and Other Remedies. If an Event of Default shall occur and be continuing, the Collateral Agent may exercise in respect of
the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights
and remedies of a secured party upon default under the NY UCC or any other Applicable Law or in equity and also may without demand
of performance or other demand, presentment, protest, advertisement or notice of any kind except as specified below, withdraw
all amounts held in the Collateral Account and sell the Collateral or any part thereof in one or more parcels at public or private
sale, at any exchange broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit
or for future delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact
of any such sales on the market price of the Collateral. The Collateral Agent shall be authorized at any such sale (if it deems
it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree
that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof,
and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser
or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from
any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by Applicable Law) all
rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. The Collateral Agent or any Secured Party shall have the right upon any such public
sale, and, to the extent permitted by Applicable Law, upon any such private sale, to purchase the whole or any part of the Collateral
so sold and the Collateral Agent or such Secured Party may, subject to (x) the satisfaction in full in cash of all payments
due pursuant to Section 5.4(a)(i) hereof and (y) the satisfaction of the First Lien Obligations in accordance with
the priorities set forth in Section 5.4(a) hereof, pay the purchase price by crediting the amount thereof against the
First Lien Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’
notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute
reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale
having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and
place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To
the extent permitted by Applicable Law, each Grantor hereby waives any claim against the Collateral Agent arising by reason of
the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have
been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral
to more than one offeree. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and
make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s
premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.5
in accordance with the provisions of Section 5.4 hereof. As an alternative to exercising the power of sale herein conferred
upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral
or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding
by a court-appointed receiver. Any sale pursuant to the provisions of this Section 5.5 shall be deemed to conform to the
commercially reasonable standards as provided in Section 9-610(b) of the NY UCC or its equivalent in other jurisdictions.


 


5.6.          Deficiency.
Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient
to pay the First Lien Obligations and the fees and disbursements of any attorneys employed by the Collateral Agent or any Secured
Party to collect such deficiency.


 






    Exhibit B
 


     


    

 


5.7.          Amendments, etc.
with Respect to the First Lien Obligations; Waiver of Rights. Except for the termination of a Grantor’s First Lien Obligations
hereunder as provided in Section 6.5, each Grantor shall remain obligated hereunder notwithstanding that, without any reservation
of rights against any Grantor and without notice to or further assent by any Grantor, (a) any demand for payment of any of
the First Lien Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the
First Lien Obligations continued, (b) the First Lien Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral
Agent or any other Secured Party, (c) the Secured Debt Documents, any Additional First Lien Agreement and any other documents
executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance
with the terms of the applicable Secured Debt Document or Additional First Lien Agreement and (d) any collateral security,
guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the First
Lien Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party
shall have any obligation to protect, perfect or insure any Lien at any time held by it as security for the First Lien Obligations
or for this Agreement or any property subject thereto. When making any demand hereunder against any Grantor, the Collateral Agent
or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other Grantor,
and any failure by the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from the
Borrower or any other Grantor or any release of the Borrower or any other Grantor shall not relieve any Grantor in respect of
which a demand or collection is not made or any Grantor not so released of its several obligations or liabilities hereunder, and
shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any
other Secured Party against any Grantor. For the purpose hereof “demand” shall include the commencement and continuance
of any legal proceedings.


 


5.8.          Conflict
with Credit Agreement. In the event of any conflict between the terms of this Section 5 and the Credit Agreement, the
Credit Agreement shall prevail.


 


5.9.          Intellectual
Property. Each Grantor hereby grants to the Collateral Agent, for use solely upon the occurrence and during the continuance
of an Event of Default and after prior written notice from the Collateral Agent to the Grantors, a non-exclusive, irrevocable,
fully paid-up, royalty-free, worldwide license to use, assign, or license or sublicense the rights to use, copy, display, perform,
distribute and/or make derivative works of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor.
Such license shall include reasonable access to all media in which any of the licensed items may be recorded or stored and to
all computer programs and equipment used for the compilation or printout thereof, in each case, subject to Applicable Law and
any Grantor’s reasonable security policies and obligations of confidentiality; provided, however, that nothing
in this Section 5.9 shall require any Grantor to grant any license, sublicense or assignment that is prohibited by any Applicable
Law or is prohibited by, or constitutes a breach of default under or results in the termination of or gives rise to any right
of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing,
giving rise to a right to use or theretofore granted with respect to such property; provided, further, that such
licenses to be granted hereunder with respect to Trademarks shall be subject to the quality control standards applicable to each
such Trademark as in effect as of the date such licenses hereunder are granted; provided, further, that any licenses
granted hereunder by the Collateral Agent shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of
Default.


 


6.            The
Collateral Agent.


 


6.1.          Collateral
Agent’s Appointment as Attorney-in-Fact, etc.


 


(a)           Each
Grantor hereby appoints, which appointment is irrevocable and coupled with an interest, effective upon the occurrence and during
the continuation of an Event of Default, the Collateral Agent and any officer or agent thereof, with full power of substitution,
as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in
the name of such Grantor or otherwise, for the purpose of carrying out the terms of this Agreement, the other Credit Documents
and any Additional First Lien Agreement, to take any and all appropriate action and to execute any and all documents and instruments
which the Collateral Agent may deem necessary or desirable to accomplish the purposes of this Agreement, the other Credit Documents
and any Additional First Lien Agreement and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral
Agent the power and right, on behalf of such Grantor, either in the Collateral Agent’s name or in the name of such Grantor
or otherwise, without assent by such Grantor, to do any or all of the following at the same time or at different times, in each
case after the occurrence and during the continuation of an Event of Default and after written notice by the Collateral Agent
of its intent to do so:


 






    Exhibit B
 


     


    

 


(i)            take
possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due
under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court
of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys
due under any Account or with respect to any other Collateral whenever payable;


 


(ii)           in
the case of any Intellectual Property Collateral, execute and deliver, and have recorded, any and all agreements, instruments,
documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s and the Secured Parties’
Security Interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating thereto or represented
thereby;


 


(iii)          pay
or discharge taxes and Liens levied or placed on or threatened against any Collateral;


 


(iv)          execute,
in connection with any sale provided for in Section 5.5, any endorsements, assignments or other instruments of conveyance
or transfer with respect to the Collateral;


 


(v)           obtain,
pay and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Credit Agreement
or any Additional First Lien Agreement;


 


(vi)          send
verifications of Accounts to any Person who is or who may become obligated to any Grantor under, with respect to or on account
of an Account;


 


(vii)         direct
any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder
directly to the Collateral Agent or as the Collateral Agent shall direct;


 


(viii)        ask
or demand for, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due
at any time in respect of or arising out of any Collateral;


 


(ix)          sign
and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments,
verifications, notices and other documents in connection with any of the Collateral;


 


(x)           commence
and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral
or any portion thereof and to enforce any other right in respect of any Collateral;


 


(xi)          defend
any suit, action or proceeding brought against such Grantor with respect to any Collateral (with such Grantor’s consent
(not to be unreasonably withheld or delayed) to the extent such action or its resolution could materially affect such Grantor
or any of its Affiliates in any manner other than with respect to its continuing rights in such Collateral; provided
that such consent right shall not limit any other rights or remedies available to the Collateral Agent at law);


 






    Exhibit B
 


     


    

 


(xii)         settle,
compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the
Collateral Agent may deem appropriate (with such Grantor’s consent (not to be unreasonably withheld or delayed) to the extent
such action or its resolution could materially affect such Grantor or any of its Affiliates in any manner other than with respect
to its continuing rights in such Collateral; provided that such consent right shall not limit any other rights or remedies
available to the Collateral Agent at law);


 


(xiii)         assign,
license, prosecute or maintain any Intellectual Property Collateral throughout the world for such term or terms, on such conditions,
and in such manner, as the Collateral Agent shall in its reasonable business discretion determine; and


 


(xiv)        generally,
sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely
as though the Collateral Agent were the absolute owner thereof for all purposes, and do, at the Collateral Agent’s option
and such Grantor’s expense, at any time, or from time to time, all acts and things that the Collateral Agent deems necessary
to protect, preserve or realize upon the Collateral and the Collateral Agent’s and the Secured Parties’ Security Interests
therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.


 


Anything in this Section 6.1(a) to
the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided
for in this Section 6.1(a) unless an Event of Default shall have occurred and be continuing.


 


(b)           If
any Grantor fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but without
any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement.


 


(c)           Each
Grantor hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. All powers, authorizations
and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and
the Security Interests created hereby are released.


 


6.2.          Duty
of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation
of the Collateral in its possession, under Section 9-207 of the NY UCC or otherwise, shall be to deal with it in the same
manner as the Collateral Agent deals with similar property for its own account. The Collateral Agent shall be deemed to have exercised
reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially
equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any other Secured Party nor any
of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any
of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any
part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral
Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral
Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable
only for the safe custody of any Collateral in its possession and for amounts that they actually receive as a result of the exercise
of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor
for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. The Collateral Agent shall
be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral
is accorded treatment substantially equal to that which it accords its own property.


 






    Exhibit B
 


     


    

 


6.3.          Authority
of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement
with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall,
as between the Collateral Agent and the other Secured Parties, be governed by this Agreement or, if there are any Additional First
Lien Obligations, by this Agreement, the Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement with
respect thereto and such other agreements with respect thereto as may exist from time to time among them, but, as between the
Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the applicable
Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation,
or entitlement, to make any inquiry respecting such authority.


 


6.4.          Security
Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interests created hereby and all obligations
of the Grantors hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability
of the Credit Agreement, any other Credit Document, any Additional First Lien Agreement, any agreement with respect to any of
the First Lien Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time,
manner or place of payment of, or in any other term of, all or any of the First Lien Obligations, or any other amendment or waiver
of or any consent to any departure from the Credit Agreement, any other Credit Document, any Additional First Lien Agreement or
any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release
or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the First Lien
Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any
Grantor in respect of the First Lien Obligations or this Agreement.


 


6.5.          Continuing
Security Interest; Assignments Under the Secured Debt Documents or any Additional First Lien Agreement; Release.


 


(a)          This
Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Grantor
and the successors and assigns thereof and shall inure to the benefit of the Collateral Agent and the other Secured Parties and
their respective successors, indorsees, transferees and assigns until the Termination Date.


 


(b)           (i)
A Subsidiary Grantor shall automatically be released from its obligations hereunder and the Security Interests in the Collateral
of such Subsidiary Grantor created hereby shall be automatically released (x) as it relates to the Obligations, upon the
consummation of any transaction permitted by the Credit Agreement, as a result of which such Subsidiary Grantor ceases to be a
Restricted Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary, (y) as it relates to any Additional First
Lien Obligations under any Additional First Lien Agreement, upon the consummation of any transaction permitted by such Additional
First Lien Agreement, as a result of which such Subsidiary Grantor ceases to be a guarantor thereunder and (z) upon the effectiveness
of any release (including any written consent to such release) of a Subsidiary Grantor in accordance with Section 13.17 of
the Credit Agreement and any applicable provision in each Additional First Lien Agreement; (ii) Holdings (or Previous Holdings,
as the case may be) shall automatically be released from its obligations hereunder and the Security Interests in the Collateral
of Holdings (or Previous Holdings, as the case may be) created hereby shall be automatically released in accordance with the formation
or acquisition of a New Holdings that satisfies the conditions set forth in (x) as it relates to the Obligations, the Credit
Agreement and (y) as it relates to any Additional First Lien Obligations under any Additional First Lien Agreement, such
Additional First Lien Agreement and (iii) Polaris Intermediate shall automatically be released from its obligations hereunder
and the Security Interests in the Collateral of Polaris Intermediate created hereby shall be automatically released upon the effectiveness
of the Internal Restructuring.


 






    Exhibit B
 


     


    

 


(c)          The
Security Interests created hereby in any Collateral shall be automatically released and such Collateral sold free and clear of
the Lien and Security Interests created hereby (i) to the extent such Collateral is comprised of property leased to a Grantor
by a Person that is not a Grantor, upon termination or expiration of such lease, (ii) as required by the Collateral Agent
to effect any sale, transfer or other Disposition of Collateral in connection with any exercise of remedies of the Collateral
Agent pursuant to this Agreement, (iii) upon any sale, transfer or other Disposition by any Grantor of any Collateral that
is permitted under the Credit Agreement and each Additional First Lien Agreement (other than to another Grantor), (iv) upon
the effectiveness of any release (including any written consent to such release) of the Lien and Security Interests created hereby
in any Collateral in accordance with Section 13.17 of the Credit Agreement and any applicable provision in each Additional
First Lien Agreement, (v) upon such Collateral becoming Excluded Capital Stock or Excluded Property, (vi) to the extent
the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under
the Guarantee (in accordance with Section 13.17 of the Credit Agreement and the Guarantee) or (vii) as otherwise provided
in any applicable intercreditor agreement (including the Equal Priority Intercreditor Agreement or other Customary Intercreditor
Agreement) among holders of First Lien Obligations.


 


(d)           In
connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and
deliver to any Grantor or authorize the filing of, at such Grantor’s expense, all documents that such Grantor shall reasonably
request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.5 shall
be without recourse to or warranty by the Collateral Agent.


 


6.6.          Reinstatement.
This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the First Lien Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any other
Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Grantor,
or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the
Borrower or any other Grantor or any substantial part of its property, or otherwise, all as though such payments had not been
made.


 


7.             Miscellaneous.


 


7.1.         Amendments
in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except
by a written instrument executed by the affected Grantors and the Collateral Agent in accordance with Section 13.1 of the
Credit Agreement; provided, however, that this Agreement may be supplemented (but no existing provisions may be
modified and no Collateral may be released) through agreements substantially in the form of Exhibit 1, in each case duly
executed by each Grantor directly affected thereby.


 


The Collateral Agent
may, without the consent of any Lender, enter into any amendments to this Agreement (including modifications of the terms “Additional
First Lien Agreement” and “Additional First Lien Obligations” and any provisions of this Agreement referencing
such terms) to reflect the Incurrence of any Indebtedness secured by a Lien permitted by Section 10.2(a) of the Credit
Agreement that is not secured by Liens granted under this Agreement.


 






    Exhibit B
 


     


    

 



 


7.2.            Notices.
All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement (whether
or not then in effect). All communications and notices hereunder to any Subsidiary Grantor shall be given to it in care of the
Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement (whether or not then in effect).
All notices to any holder of Additional First Lien Obligations shall be given to it in care of the applicable Authorized Representative
at such Authorized Representative’s address set forth in the applicable Additional Secured Party Consent or Additional First
Lien Agreement, as the case may be, as such address may be changed by written notice to the Collateral Agent and the Borrower.


 


7.3.            No
Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent nor any other Secured Party shall by any act
(except by a written instrument pursuant to Section 7.1 hereof), delay, indulgence, omission or otherwise be deemed to have
waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms
and conditions hereof or of any other applicable Secured Debt Document or of any Additional First Lien Agreement. No failure to
exercise, nor any delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent
or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or
remedy that the Collateral Agent or such other Secured Party would otherwise have on any other occasion. The rights, remedies,
powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other
rights or remedies provided by law.


 


7.4.            Enforcement
Expenses; Indemnification.


 


(a)             Each
Grantor agrees to pay any and all reasonable and documented expenses (including all reasonable fees and disbursements of counsel)
that may be paid or incurred by the Collateral Agent in enforcing, or obtaining advice of counsel in respect of, any rights with
respect to, or collecting, any or all of the First Lien Obligations and/or enforcing any rights with respect to, or collecting
against, such Grantor under this Agreement to the extent the Borrower would be required to do so pursuant to Section 13.5
of the Credit Agreement.


 


(b)            Without
limitation of its indemnification obligations under the other Credit Documents or any Additional First Lien Agreements, each Grantor
agrees to pay, indemnify and to hold harmless the Collateral Agent and the other Secured Parties (each, an “Indemnified
Party”) from and against any and all losses, claims, damages, liabilities or penalties (collectively, “Losses”)
of any kind or nature whatsoever and the reasonable and documented or invoiced out of pocket expenses, joint or several, to which
any such Indemnified Party may become subject, in each case to the extent any such Losses and related expenses arise out of, result
from, or are in connection with any action, claim, litigation, investigation or other proceeding (including any inquiry or investigation
of the foregoing) (any of the foregoing, a “Proceeding”) (regardless of whether such Indemnified Party is a
party thereto or whether or not such Proceeding was brought by such Grantor, its equity holders, affiliates or creditors or any
other third person), and, subject to Section 13.5(e) of the Credit Agreement, to reimburse each such Indemnified Party
promptly for any reasonable and documented or invoiced out of pocket fees and expenses incurred in connection with investigating,
responding to or defending any of the foregoing, in each case to the extent the Borrower would be required to do so pursuant to
Section 13.5 of the Credit Agreement (whether or not then in effect) or any comparable provision of any Additional First
Lien Agreement.


 












    Exhibit B
 


     


    

 







(c)             Any
such amounts payable as provided hereunder shall be additional First Lien Obligations secured hereby and by the other Security
Documents and any Additional First Lien Agreements. The agreements in this Section 7.4 shall survive termination of this
Agreement, any other Credit Document or any Additional First Lien Agreement, the consummation of the transactions contemplated
hereby, the repayment of any of the First Lien Obligations, the invalidity or unenforceability of any term or provision of this
Agreement, any other Credit Document or any Additional First Lien Agreement or any investigation made by or on behalf of the Collateral
Agent or any other Secured Party. All amounts due under this Section 7.4 shall be payable on written demand therefor.


 


7.5.            Successors
and Assigns. 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 no Grantor may assign, transfer or delegate any of its rights
or obligations under this Agreement without the prior written consent of the Collateral Agent, except pursuant to a transaction
permitted by each of the Credit Agreement and any Additional First Lien Agreements.


 


7.6.            Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including
by facsimile or other electronic transmission (i.e. a “pdf” or “tif’)), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Collateral Agent and the Borrower.


 


7.7.            Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 


7.8.            Section Headings.
The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


 


7.9.            Integration.
This Agreement together with the other Credit Documents and each Additional First Lien Agreement represents the agreement of each
of the Grantors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties
by the Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or referred to
herein or in the other Secured Debt Documents or any Additional First Lien Agreement (and each other agreement or instrument executed
or issued in connection therewith).


 


7.10.          GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


7.11.          Submission
to Jurisdiction Waivers. Each Grantor hereby irrevocably and unconditionally:


 


(a)             submits
for itself and its property in any legal action or proceeding relating to this Agreement, the other Credit Documents to which
it is a party and any Additional First Lien Agreement to which it is a party, or for recognition and enforcement of any judgment
in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York located in the County of New
York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;





 






    Exhibit B
 


     


    

 










(b)             consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;


 


(c)             agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in Section 7.2
or at such other address of which the Collateral Agent shall have been notified pursuant thereto;


 


(d)             agrees
that nothing herein shall affect the right of the Collateral Agent or any other Secured Party to effect service of process in
any other manner permitted by law or shall limit the right of the Collateral Agent or any other Secured Party to sue in any other
jurisdiction; and


 


(e)             waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 7.11 any special, exemplary, punitive or consequential damages.


 


7.12.          Acknowledgments.
Each Grantor hereby acknowledges that:


 


(a)              it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents to which
it is a party;


 


(b)             neither
the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or
in connection with this Agreement or any of the other Credit Documents, and the relationship between the Grantors, on the one
hand, and the Collateral Agent and the other Secured Parties, on the other hand, in connection herewith or therewith is solely
that of debtor and creditor;


 


(c)              no
joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Secured Parties or among the Grantors and the Secured Parties; and


 


(d)             upon
any Event of Default, the Collateral Agent may proceed against any Grantor and any Collateral to collect and recover the full
amount of any First Lien Obligation then due, without first proceeding against any other Grantor, any other Credit Party or any
other Collateral and without first joining any other Grantor or any other Credit Party in any proceeding.


 


7.13.          Additional
Grantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 9.10
of the Credit Agreement and/or the equivalent provision of any Additional First Lien Agreement and the terms hereof shall become
a Grantor, with the same force and effect as if originally named as a Grantor herein, for all purposes of this Agreement upon
execution and delivery by such Subsidiary of a supplement substantially in the form of Exhibit 1 hereto. The execution and
delivery of any instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any other
Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding
the addition of any new Grantor as a party to this Agreement.


 









    Exhibit B
 


     


    

 











7.14.          WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


7.15.          Intercreditor
Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and any intercreditor agreement
(including the Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement) among the holders of First Lien
Obligations that relates solely to the rights or obligations of, or relationship between, the First Lien Secured Parties under
the Credit Agreement and the First Lien Secured Parties under any Additional First Lien Agreement, the provisions of such intercreditor
agreement shall control.


 


7.16.          Additional
First Lien Obligations. On or after the date hereof and so long as permitted by the Credit Agreement and each Additional First
Lien Agreement then outstanding, the Borrower may from time to time designate Indebtedness at the time of Incurrence to be secured
by Liens on the Collateral on a basis that rank equal in priority to the Liens on the Collateral securing the Obligations or any
other First Lien Obligations if then in effect, as Additional First Lien Obligations hereunder by delivering to the Collateral
Agent and if any Additional First Lien Agreement is then in effect, each Authorized Representative (a) a certificate signed
by an Authorized Officer of the Borrower (i) identifying the obligations so designated and the initial aggregate principal
amount or face amount thereof, (ii) stating that such obligations are designated as Additional First Lien Obligations for
purposes hereof, (iii) representing that such designation of such obligations as Additional First Lien Obligations complies
with the terms of the Credit Agreement and any Additional First Lien Agreement then outstanding and (iv) specifying the name
and address of the Authorized Representative for such obligations, (b) if applicable, (i) a fully executed Additional
Secured Party Consent (in the form attached as Exhibit 3) or (ii) any other instruments reasonably satisfactory to the
Collateral Agent setting forth such Authorized Representative’s agreement, on behalf of the Secured Parties under the Additional
First Lien Agreement, to be bound by the terms of this Agreement, the Guarantee and the Pledge Agreement and (c)(i) a fully
executed Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement or (ii) a fully executed joinder
agreement to the Equal Priority Intercreditor Agreement if such agreement is then in effect; provided, however,
notwithstanding the foregoing, if the Collateral Agent, the Borrower, and/or any Authorized Representative decide not to execute
an Additional Secured Party Consent or any other instrument setting forth such Authorized Representative’s agreement, on
behalf of the Secured Parties under the applicable Additional First Lien Agreement, to be bound by the terms of this Agreement,
the Guarantee and the Pledge Agreement, the Borrower and such Authorized Representative may execute separate security agreements,
pledge agreements and/or guarantees, subject to compliance with the provisions of Credit Agreement. Notwithstanding any provision
to the contrary in this Agreement, the Collateral Agent shall be under no obligation to serve as agent on behalf of the holders
of any Additional First Lien Obligations (or their representatives) or under any Additional First Lien Agreement and may decide,
in its sole discretion, not to serve in such role, it being understood that, in such circumstance, no provisions of this Agreement
will benefit or apply to the holders of Additional First Lien Obligations (or their representatives). It being further understood
that the Collateral Agent shall serve in such role only if it has countersigned an Additional Secured Party Consent and in such
case solely with respect to the New Secured Obligation under and as defined in such Additional Secured Party Consent. For the
avoidance of doubt, any refusal by the Collateral Agent to serve as collateral agent on behalf of the holders of any Additional
First Lien Obligations (or their representatives) and the decision of the Collateral Agent, the Borrower and/or any Authorized
Representative not to execute an Additional Secured Party Consent shall not limit the Borrower’s ability to incur such obligations
and secure them by Liens on the Collateral that rank equal in priority to the Liens on the Collateral securing the Obligations
and any other First Lien Obligations if then in effect to the extent permitted to do so under each of the Credit Agreement and
any Additional First Lien Agreement. and in such case the Collateral Agent is authorized to execute the Equal Priority Intercreditor
Agreement or any other Customary Intercreditor Agreement (or any joinders thereto) and any related documentation to evidence and/or
acknowledge the Liens securing any such Additional First Lien Obligations and the relationship between the Collateral Agent and
the collateral agent appointed in respect of such Additional First Lien Obligations.


 










[Signature Pages Follow]





 






    Exhibit B
 


     


    

 







IN WITNESS WHEREOF,
each of the undersigned has caused this Agreement to be duly executed and delivered by its duly authorized officer as of the day
and year first above written.


 


	 	POLARIS INTERMEDIATE CORP.
	 	 	 
	 	By:	 
	 	 	Name: P. Hunter Philbrick
	 	 	Title:   Vice President
	 	 	 
	 	POLARIS MERGER SUB CORP.
	 	 	 
	 	By:	 
	 	 	Name: P. Hunter Philbrick
	 	 	Title:   Vice President





 






    Exhibit B
 


     


    

 







	 	MEDICAL AUDIT & REVIEW
    SOLUTIONS, INC.
	 	 	 
	 	By:	 
	 	 	Name: Mark Tabak
	 	 	Title:   Vice President
	 	 	 
	 	MPH ACQUISITION CORPORATION
	 	MPH INTERMEDIATE HOLDING COMPANY
    1
	 	 	 
	 	By:	 
	 	 	Name: Mark Tabak
	 	 	Title:   President
	 	 	 
	 	FORMOST, INC.
	 	HMA ACQUISITION CORPORATION
	 	IHP ACQUISITION CORP.
	 	MARS ACQUISITION CORP.
	 	MULTIPLAN CORP.
	 	MULTIPLAN SERVICES CORPORATION
	 	NCN ACQUISITION CORPORATION
	 	PRIVATE HEALTHCARE SYSTEMS, INC.
	 	TEXAS TRUE CHOICE, INC.
	 	VIANT, INC.
	 	VIANT HOLDINGS, INC.
	 	VIANT PAYMENT SYSTEMS, INC.
	 	HEALTHNETWORK SYSTEMS LLC
	 	NATIONAL CARE NETWORK, LLC
	 	ADMAR CORPORATION
	 	BEECH STREET CORPORATION
	 	MULTIPLAN, INC.
	 	STATEWIDE INDEPENDENT PPO INC.
	 	ASSOCIATES FOR HEALTH CARE, INC.
	 	HEALTHEOS BY MULTIPLAN, INC.
	 	 	 
	 	By:	 
	 	 	Name: Mark Tabak
	 	 	Title:   President and Chief Executive
    Officer





 






    Exhibit B
 


     


    

 







	 	BARCLAYS BANK PLC, as
    Collateral Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






    Exhibit B
 


     


    

 



 


ANNEX A





TO THE SECURITY
AGREEMENT


 


SUBSIDIARY GRANTORS


 


		1.	Admar Corporation






		2.	Associates for Health Care, Inc.






		3.	Beech Street Corporation






		4.	ForMost, Inc.






		5.	HealthEOS by MultiPlan, Inc.






		6.	HealthNetwork Systems LLC






		7.	HMA Acquisition Corporation






		8.	IHP Acquisition Corp.






		9.	MARS Acquisition Corp.






		10.	Medical Audit & Review Solutions, Inc.






		11.	MPH Acquisition Corporation






		12.	MPH Intermediate Holding Company






		13.	MultiPlan Corp.






		14.	MultiPlan, Inc.






		15.	MultiPlan Services Corporation






		16.	National Care Network, LLC






		17.	NCN Acquisition Corporation






		18.	Private Healthcare Systems, Inc.






		19.	Statewide Independent PPO Inc.






		20.	Texas True Choice, Inc.






		21.	Viant Holdings, Inc.






		22.	Viant Payment Systems, Inc.






		23.	Viant, Inc.






 






    Exhibit B
 


     


    

 


SCHEDULE 1 TO THE





SECURITY AGREEMENT


 


U.S. RECORDABLE
INTELLECTUAL PROPERTY


 


A. COPYRIGHTS AND COPYRIGHT
APPLICATIONS


 


	Copyright
    (Work)	Reg.
    No.	Owner
	NATIONAL
    CERTIFICATION PROGRAM:	 	 
	CREDENTIALING
    2000	TXu000743063	BEECH
    STREET CORPORATION
	NATIONAL
    CARE NETWORK DATA iSIGHT WEBSITE	TX0006855873	NATIONAL
    CARE NETWORK, L.P.
	MYMETRIX.COM	TXu000945385	VIANT, INC.



 


B. PATENTS AND PATENT APPLICATIONS


 


	Title	Country	Application/Registration

    Number	Current
    Owner of Record
	SYSTEM
    AND METHOD FOR CALCULATING CLAIM REIMBURSEMENT RECOMMENDATIONS	US	8103522
    B1	NATIONAL
    CARE NETWORK, LLC



 


C. TRADEMARKS AND TRADEMARK
APPLICATIONS


 


	Mark	Jurisdiction	Serial/Registration

    Number	Current
    Owner of Record
	BEECH
    STREET	US	3071061	VIANT
    HOLDINGS, INC.
		 	 	 
	BEECH
    STREET	US	3071065	VIANT
    HOLDINGS, INC.
	CAREAWAY
    USA	US	1944456	MULTIPLAN, INC.
	CONSUMER
    SCOPE	US	3766362	NATIONAL
    CARE
	 	 	 	NETWORK,
    LLC






 






    Exhibit B
 


     


    

 







	Mark	Jurisdiction	Serial/Registration
    
 Number	Current
    Owner of Record
	DATA
    ISIGHT (Text & Design)	US	4665680	NATIONAL
    CARE
	 	 	 	NETWORK,
    LLC
		 	 	 
	DATA
    ISIGHT (Text)	US	4665679	NATIONAL
    CARE
	 	 	 	NETWORK,
    LLC
	ENTERPRICE	US	3310907	MULTIPLAN, INC.
	HEALTHEOS	US	2993586	HEALTHEOS
    BY
	 	 	 	MULTIPLAN, INC.
	HEALTHEOS	US	4894721	HEALTHEOS
    BY
	 	 	 	MULTIPLAN, INC.
	I
    and Design	US	3359415	MULTIPLAN, INC.
		 	 	 
	MEDCENTS	US	86/655129	MULTIPLAN, INC.
	MULTIPLAN	US	1839584	MULTIPLAN, INC.
	MULTIPLAN
    NETWORK	US	3456460	MULTIPLAN, INC.
	NCN &
                                         DESIGN
 
	US	3310937	NATIONAL
    CARE
	 	 	 	NETWORK,
    LLC
	NCN	US	3310938	NATIONAL
    CARE
	 	 	 	NETWORK,
    LLC






 






    Exhibit B
 


     


    

 







	Mark	Jurisdiction	Serial/Registration
    

    Number	Current
    Owner of Record
	PHCS	US	1477965	PRIVATE
    HEALTHCARE
	 	 	 	SYSTEMS, INC.
	PHCS
    SAVILITY	US	3736126	MULTIPLAN, INC.
	VALUEPOINT	US	3369309	MULTIPLAN, INC.
	VALUEPOINT
    BY	US	3384174	MULTIPLAN, INC.
	MULTIPLAN	 	 	 
	VIANT	US	3477608	VIANT
    HOLDINGS, INC.
	TRUECHOICE
    USA	US	3024096	TEXAS
    TRUE CHOICE, INC.



 


		D.	EXCLUSIVE LICENSES WHERE A GRANTOR IS AN EXCLUSIVE LICENSEE
                                         OF ISSUED, REGISTERED OR APPLIED FOR INTELLECTUAL PROPERTY



 


NONE





 






    Exhibit B
 


     


    

 







SCHEDULE 2 TO THE





SECURITY AGREEMENT


 


COMMERCIAL TORT
CLAIMS


 


None.








 






    Exhibit B
 


     


    

 







EXHIBIT 1 TO THE





SECURITY AGREEMENT


 


SUPPLEMENT NO. [ ],
dated as of [ ] (this “Supplement”), to the Security Agreement, dated as of June 7, 2016 (as the
same may be amended, restated, supplemented, amended and restated or otherwise modified from time to time, the “Security
Agreement”), among POLARIS INTERMEDIATE CORP., a Delaware corporation (whose rights and obligations therein,
after giving effect to the Internal Restructuring, were assumed by the Surviving Company (as defined below)), POLARIS MERGER
SUB CORP., a Delaware corporation, which on the Closing Date was merged with and into MPH Acquisition Corp 1, a Delaware corporation
(the “Target”) (with the Target surviving such merger and with such merged company existing under the laws
of the state of Delaware as the “Surviving Company”, whose rights and obligations therein, after giving effect
to the Internal Restructuring, were assumed by MPH Acquisition Holdings LLC, a Delaware limited liability company (“MPH
LLC”)), each of the subsidiaries of the Borrower listed on Annex A thereto or that becomes a party thereto pursuant
to Section 7.13 thereof (each such subsidiary, individually, a “Subsidiary Grantor” and, collectively,
the “Subsidiary Grantors”; and, together with Holdings and the Borrower, collectively, the “Grantors”),
and BARCLAYS BANK PLC, as collateral agent for the Secured Parties (in such capacity, together with its successors in such
capacity, the “Collateral Agent”).


 


A.            Capitalized
terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings
assigned to such terms in the Security Agreement.


 


B.            The
rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6, 1.7, 1.8 and 1.11 of the Credit
Agreement shall apply to this Supplement, including terms defined in the preamble and recitals hereto.


 


C.            Section 7.13
of the Security Agreement provides that each Restricted Subsidiary of the Borrower that is required to become a party to the Security
Agreement pursuant to Section 9.10 of the Credit Agreement or the equivalent provision of any Additional First Lien Agreement
and the terms thereof shall become a Grantor, with the same force and effect as if originally named as a Grantor therein, for
all purposes of the Security Agreement upon execution and delivery by such Subsidiary of an instrument in the form of this Supplement.
Each undersigned Subsidiary (each, a “New Grantor”) is executing this Supplement in accordance with the requirements
of the Security Agreement to become a Subsidiary Grantor under the Security Agreement as consideration for the First Lien Obligations.


 


Accordingly, the Collateral
Agent and the New Grantors agree as follows:


 


SECTION 1.         In
accordance with Section 7.13 of the Security Agreement, each New Grantor by its signature below becomes a Grantor under the
Security Agreement with the same force and effect as if originally named therein as a Grantor and each New Grantor hereby (a) agrees
to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Grantor thereunder are true and correct in all material respects
on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case
such representations and warranties shall have been true and correct in all material respects as of such earlier date, and except
where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language,
in which case such representations and warranties shall be true and correct in all respects). In furtherance of the foregoing,
each New Grantor, as security for the payment and performance in full of the First Lien Obligations, does hereby assign, pledge,
mortgage and hypothecate to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Collateral
Agent, for the benefit of the Secured Parties, a first priority security interest in all of the Collateral of such New Grantor,
in each case whether now or hereafter existing or in which such New Grantor now has or hereafter acquires an interest. Each reference
to a “Grantor” in the Security Agreement shall be deemed to include each New Grantor. The Security Agreement is hereby
incorporated herein by reference.











 






    Exhibit B
 


     


    

 



SECTION 2.         Each
New Grantor represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with
its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws affecting
creditors’ rights generally and subject to general principles of equity (whether considered in a proceeding in equity or
law).


 


SECTION 3.         This
Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including
by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all the parties
shall be lodged with the Collateral Agent and the Borrower. This Supplement shall become effective as to each New Grantor when
the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of such
New Grantor and the Collateral Agent.


 


SECTION 4.         Such
New Grantor hereby represents and warrants that (a) set forth on Schedule A attached hereto is (i) the legal name of
such New Grantor, (ii) the jurisdiction of incorporation or organization and chief executive office of such New Grantor,
(iii) the identity or type of organization or corporate structure of such New Grantor and (iv) the Federal Taxpayer
Identification Number and organizational number of such New Grantor and (b) as of the date hereof Schedule B hereto sets
forth all of the (i) U.S. Registered Intellectual Property owned by a such New Grantor in its name, and indicates for each
such item, as applicable, the application and/or registration number, date and jurisdiction of filing and/or issuance, and the
identity of the current applicant or registered owner and (ii) exclusive licenses of U.S. Registered Intellectual Property
to which a New Grantor is a party, indicating for each item the name of the agreement, the parties, the date, and a list of any
issued, registered or applied for U.S. Registered Intellectual Property exclusively licensed pursuant thereto (together with the
U.S. Registered Intellectual Property, the “U.S. Recordable Intellectual Property”).


 


SECTION 5.         Except
as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.


 


SECTION 6.         THIS
SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 7.         Any
provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Security
Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal
or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.


 


SECTION 8.         All
notices, requests and demands pursuant hereto shall be made in accordance with Section 7.2 of the Security Agreement. All
communications and notices hereunder to each New Grantor shall be given to it in care of the Borrower at the Borrower’s
address set forth in Section 13.2 of the Credit Agreement (whether or not then in effect).


  









    Exhibit B
 


     


    

 







SECTION 9.         Each
New Grantor agrees to reimburse the Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with
this Supplement, including the reasonable and documented fees, other charges and disbursements of counsel for the Collateral Agent.





 









    Exhibit B
 


     


    

 











IN WITNESS WHEREOF,
each New Grantor and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year
first above written.


 


	 	[NEW GRANTOR(S)]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	BARCLAYS BANK PLC, as
    Collateral Agent,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:











 






    Exhibit B
 


     


    

 


SCHEDULE A





TO SUPPLEMENT NO. __
TO THE





SECURITY AGREEMENT


 


CORPORATE INFORMATION


 


	 	 	 	Federal
    Taxpayer
	 	 	 	Identification
	 	 	 	Number and
	 	Jurisdiction of	 	Organizational
	 	Incorporation or	Type
    of Organization or	Identification
	Legal
    Name	Organization	Corporate
    Structure	Number
	 	 	 	 












 






    Exhibit B
 


     


    

 


SCHEDULE B





TO SUPPLEMENT NO.  
TO THE





SECURITY AGREEMENT


 


U.S. RECORDABLE
INTELLECTUAL PROPERTY


 


	Registered Owner/Grantor	 	Title	 	Registration
    or Application
 No.
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




 


		B.	PATENTS
                                         AND PATENT APPLICATIONS





 	Registered
                                         Owner/Grantor	 	Patent	 	Registration
    or Application
 No.
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




 


		C.	TRADEMARKS
                                         AND TRADEMARK APPLICATIONS





 	Registered
                                         Owner/Grantor	 	Trademark	 	Registration
    or Application
 No.
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




 


		D.	EXCLUSIVE LICENSES WHERE A GRANTOR IS AN EXCLUSIVE LICENSEE OF
                                         ISSUED, REGISTERED OR APPLIED FOR INTELLECTUAL PROPERTY



 


	Date	 	Licensor	 	Licensee	 	Title / Patent
    /
 Trademark	 	Registration
    or
 Application No.
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 












 






    Exhibit B
 


     


    

 



 


EXHIBIT 2 TO THE





SECURITY AGREEMENT


 


[FORM OF]
INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


This
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “IP Security Agreement”), dated as of [·],
20  , among the Person listed on the signature pages hereof (the “Grantor”), and BARCLAYS BANK PLC,
as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral
Agent”).


 


A.            Capitalized
terms used herein and not otherwise defined herein (including terms used in the preamble and the recitals) shall have the meanings
assigned to such terms in the Security Agreement, dated as of June 7, 2016 (as the same may be amended, supplemented, amended
and restated or otherwise modified from time to time, the “Security Agreement”) among POLARIS INTERMEDIATE
CORP., a Delaware corporation (whose rights and obligations therein, after giving effect to the Internal Restructuring, will
be assumed by the Surviving Company (as defined below)), POLARIS MERGER SUB CORP., a Delaware corporation, which on the
Closing Date shall be merged with and into MPH Acquisition Corp 1, a Delaware corporation (the “Target”) (with
the Target surviving such merger and with such merged company existing under the laws of the state of Delaware as the “Surviving
Company”, whose rights and obligations therein, after giving effect to the Internal Restructuring, will be assumed by
MPH Acquisition Holdings LLC, a Delaware limited liability company (“MPH LLC”)), each of the subsidiaries of
the Borrower listed on Annex A thereto or that becomes a party thereto pursuant to Section 7.13 thereof (each such subsidiary,
individually, a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; and,
together with Holdings and the Borrower, collectively, the “Grantors”), and the Collateral Agent.


 


B.            The
rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6, 1.7, 1.8 and 1.11 of the Credit
Agreement shall apply to this IP Security Agreement, including terms defined in the preamble and recitals hereto.


 


C.            Pursuant
to Section 4.4(e) of the Security Agreement, Grantor has agreed to execute or otherwise authenticate and deliver this
IP Security Agreement for recording the Security Interest granted under the Security Agreement to the Collateral Agent in such
Grantor’s U.S. Recordable Intellectual Property with the United States Patent and Trademark Office (“USPTO”)
and the United States Copyright Office (“USCO”).


 


Accordingly, the Collateral
Agent and Grantor agree as follows:


 


SECTION 1.     Grant
of Security.1 The Grantor hereby grants to the Collateral Agent for the benefit of the Secured Parties a security
interest in all of such Grantor’s right, title and interest in and to the [United States trademark registrations and applications
and exclusive licenses thereof (including all goodwill associated therewith or symbolized thereby), but excluding any “intent-to-use”
trademark application filed with the USPTO prior to the filing of a “Statement of Use” or “Amendment to Allege
Use” with respect thereto,] [United States patent and patent applications and exclusive licenses thereof] [United States
copyright registrations and applications and exclusive licenses thereof] of such Grantor set forth in Schedule A hereto, including
all rights to sue at law or in equity for any past, present, or future infringement, misappropriation, dilution, violation, misuse
or other impairment thereof or unfair competition therewith, to receive and collect injunctive or other equitable relief and damages
and compensation, and to receive and collect Proceeds therefrom (collectively, the “Collateral”).


 





 






1            Separate
agreements should be entered in respect of patents, trademarks, and copyrights.


 









    Exhibit B
 


     


    

  


SECTION 2.     Security
for First Lien Obligations. The grant of a security interest in the Collateral by Grantor under this IP Security Agreement
secures the payment of all amounts that constitute part of the First Lien Obligations and would be owed to the Collateral Agent
or the Secured Parties but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization
or similar proceeding involving Grantor.


 


SECTION 3.     Recordation.
Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner for Trademarks
record this IP Security Agreement.


 


SECTION 4.     Grants,
Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement.
Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies
of, the Collateral Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions
of which are incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of
this IP Security Agreement and the terms of the Security Agreement, the terms of the Security Agreement shall govern.


 


SECTION 5.     Counterparts.
This IP Security Agreement may be executed by one or more of the parties to this IP Security Agreement on any number of separate
counterparts (including by facsimile or other electronic transmission (i.e. a “pdf” or “tif”)), and all
of said counterparts taken together shall be deemed to constitute one and the same instrument.


 


SECTION 6.     GOVERNING
LAW. THIS IP SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 7.     Severability.
Any provision of this IP Security Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and
in the Security Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions.


 


SECTION 8.     Notices.
All notices, requests and demands pursuant hereto shall be made in accordance with Section 7.2 of the Security Agreement.
All communications and notices hereunder to Grantor shall be given to it in care of the Borrower at the Borrower’s address
set forth in Section 13.2 of the Credit Agreement (whether or not then in effect).


 


SECTION 9.     Expenses.
To the extent the Borrower would be required to do so pursuant to Section 13.5 of the Credit Agreement (whether or not then
in effect) or any comparable provision of any Additional First Lien Agreement, Grantor agrees to reimburse the Collateral Agent
for its reasonable and documented out-of-pocket expenses in connection with this IP Security Agreement, including the reasonable
and documented fees, other charges and disbursements of counsel for the Collateral Agent.


 












    Exhibit B
 


     


    

 










IN WITNESS WHEREOF,
Grantor and the Collateral Agent have duly executed this IP Security Agreement as of the day and year first above written.


 


	 	[NAME
    OF GRANTOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	BARCLAYS
    BANK PLC, as Collateral Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 












    Exhibit B
 


     


    

  


SCHEDULE A TO THE





INTELLECTUAL PROPERTY





SECURITY AGREEMENT


 


[UNITED STATES
TRADEMARKS AND EXCLUSIVE LICENSES THEREOF/UNITED STATES





PATENTS AND EXCLUSIVE
LICENSES THEREOF/





UNITED STATES COPYRIGHTS
AND EXCLUSIVE LICENSES THEREOF]


 















    Exhibit B
 


     


    

  







EXHIBIT 3 TO THE





SECURITY AGREEMENT


 


[Form of]


 


ADDITIONAL SECURED
PARTY CONSENT


 


[Name
of Additional Secured Party]





[Address
of Additional Secured Party]


 


[Date]


 


	 	 
	 	 
	 	 
	 	 


 


The undersigned is
the Authorized Representative for Persons wishing to become Secured Parties (the “New Secured Parties”) under
(i) the Security Agreement dated as of June 7, 2016 (as the same may be amended, supplemented, amended and restated
or otherwise modified from time to time, the “Security Agreement” (terms used without definition herein have
the meanings assigned to such term by the Security Agreement)) among each of the Grantors listed on the signature pages thereto
or that becomes a party thereto pursuant to Section 7.13 thereof and Barclays Bank PLC, as Collateral Agent for the Secured
Parties, (ii) the Pledge Agreement dated as of June 7, 2016 (as the same may be amended, supplemented, amended and restated
or otherwise modified from time to time, the “Pledge Agreement”) among each of the Pledgors listed on the signature
pages thereto or that may become a party thereto pursuant to the terms thereof and Barclays Bank PLC, as Collateral Agent
for the Secured Parties, (iii) each other Security Document and (iv) the Guarantee dated as of June 7, 2016 (as
the same may be amended, supplemented, amended and restated or otherwise modified from time to time, the “Guarantee”)
among each of the Guarantors listed on the signature pages thereto and Barclays Bank PLC, as [Collateral][Administrative]
Agent for the Secured Parties.


 


In consideration of the foregoing,
the undersigned hereby:


 


(i)            represents
that the Authorized Representative has been duly authorized by the New Secured Parties to become a party to the Security Agreement,
the Pledge Agreement, the other Security Documents and the Guarantee on behalf of the New Secured Parties under that [DESCRIBE
OPERATIVE AGREEMENT] (the “New Secured Obligation”) and to act as the Authorized Representative for the New
Secured Parties;


 


(ii)           acknowledges
that the New Secured Parties have received copies of the Security Agreement, the Pledge Agreement, the other Security Documents
and the Guarantee;


 


(iii)          appoints
and authorizes the Collateral Agent to take such action as agent on its behalf and on behalf of all other Secured Parties and
to exercise such powers under the Security Agreement, the Pledge Agreement, each other Security Document and the Guarantee as
are delegated to the Collateral Agent by the terms thereof, together with all such powers as are reasonably incidental thereto;


 


(iv)          agrees
that its address for receiving notices pursuant to the Security Agreement, the Pledge Agreement, each other Security Document
and the Guarantee shall be as follows:


 


[Address]


 















    Exhibit B
 


     


    

  







The Collateral Agent,
by acknowledging and agreeing to this Additional Secured Party Consent, accepts the appointment set forth in clause (iii) above.


 


THIS ADDITIONAL SECURED
PARTY CONSENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 















    Exhibit B
 


     


    

  







IN WITNESS WHEREOF,
the undersigned has caused this Additional Secured Party Consent to be duly executed by its authorized officer as of the ____
day of 20 ____ .


 


	 	 	 	[NAME OF AUTHORIZED REPRESENTATIVE]
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	Acknowledged and Agreed	 	 	 
	BARCLAYS BANK PLC,	 	 	 
	as Collateral Agent	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 


 


[MPH ACQUISITION CORP 1]


 


[MPH ACQUISITION HOLDINGS LLC]


 


[ADMAR CORPORATION]


 


[ASSOCIATES FOR HEALTH CARE, INC.]


 


[BEECH STREET CORPORATION]


 


[FORMOST, INC.]


 


[HEALTHEOS BY MULTIPLAN, INC.]


 


[HEALTHNETWORK SYSTEMES LLC]


 


[HMA ACQUISITION CORPORATION]


 


[IHP ACQUISITION CORP.]


 


[MARS ACQUISITION CORP.]


 


[MEDICAL AUDIT & REVIEW SOLUTIONS, INC.]


 


[MPH ACQUISITION CORPORATION]


 















    Exhibit B
 


     


    

  







[MPH INTERMEDIATE HOLDING COMPANY 1]


 


[MULTIPLAN CORP.]


 


[MULTIPLAN, INC.]


 


[MULTIPLAN SERVICES CORPORATION]


 


[NATIONAL CARE NETWORK, LLC]


 


[NCN ACQUISITION CORPORATION]


 


[PRIVATE HEALTHCARE SYSTEMS, INC.]


 


[STATEWIDE INDEPENDENT PPO INC.]


 


[TEXAS TRUE CHOICE INC.]


 


[VIANT HOLDINGS, INC.]


 


[VIANT PAYMENT SYSTEMS, INC.]


 


[VIANT, INC.]


 


The other Grantors, Pledgors and Guarantors
party to the Security Agreement, the Pledge Agreement and the Guarantee, each as Grantor, Pledgor and Guarantor


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 















    Exhibit B
 


     


    

  








 


EXHIBIT C





TO THE CREDIT AGREEMENT


 


FORM OF PLEDGE
AGREEMENT


 


PLEDGE
AGREEMENT, dated as of June 7, 2016 (this “Agreement”), among POLARIS INTERMEDIATE CORP.,
a Delaware corporation (whose rights and obligations herein, after giving effect to the Internal Restructuring, will be assumed
by the Surviving Company (as defined below)), POLARIS MERGER SUB CORP., a Delaware corporation, which on the Closing Date
shall be merged with and into MPH Acquisition Corp 1, a Delaware corporation (the “Target”) (with the Target
surviving such merger and with such merged company existing under the laws of the state of Delaware as the “Surviving
Company”, whose rights and obligations herein, after giving effect to the Internal Restructuring, will be assumed by
MPH Acquisition Holdings LLC, a Delaware limited liability company (“MPH LLC”)), each of the subsidiaries of
the Borrower listed on Schedule 1 hereto or that becomes a party hereto pursuant to Section 9(b) (each such subsidiary,
individually, a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; and,
together with Holdings and the Borrower, collectively, the “Pledgors”), and BARCLAYS BANK PLC, as collateral
agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).


 


W I T N E S S E T H:


 


WHEREAS,
(a) Holdings and the Borrower are parties to that certain Credit Agreement, dated as of June 7, 2016 (the “Credit
Agreement”), with the Lenders from time to time party thereto, the Co-Obligors from time to time party thereto, Barclays
Bank PLC, as the Administrative Agent, the Collateral Agent, Letter of Credit Issuer and Swingline Lender, the other agents party
thereto and the other parties from time to time party thereto, pursuant to which the Lenders have severally agreed to make Loans
to the Borrower and the Letter of Credit Issuers have agreed to issue letters of credit for the account of the Borrower upon the
terms and subject to the conditions set forth therein, (b) one or more Hedge Banks may from time to time enter into Secured
Hedging Agreements with any Credit Party or any Restricted Subsidiary, (c) one or more Cash Management Banks may from time
to time provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party or any Restricted
Subsidiary and (d) the Credit Parties may incur Additional First Lien Obligations (as defined below) from time to time to
the extent permitted by the Credit Agreement and each Additional First Lien Agreement (as defined below) (clauses (a), (b), (c) and
(d), collectively, the “Extensions of Credit”);


 


WHEREAS,
each Subsidiary Pledgor is a Subsidiary of the Borrower or other Subsidiary Pledgor;


 


WHEREAS,
the Pledgors are party to the Security Agreement dated as of the date hereof (the “Security Agreement”), among
the Pledgors and the Collateral Agent;


 


WHEREAS,
pursuant to the Guarantee, dated as of June 7, 2016 (the “Guarantee”), among Holdings, the Borrower (other
than with respect to its own obligations), each Subsidiary Pledgor and the Collateral Agent, Holdings, the Borrower and each of
the Subsidiary Pledgors have agreed to guarantee, for the benefit of the Secured Parties, the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or otherwise) of the First Lien Obligations;


 


WHEREAS,
Holdings, the Borrower (other than in respect of its own obligations) and each of the Subsidiary Pledgors may also unconditionally
and irrevocably guaranty, as primary obligors and not merely as sureties, for the benefit of the Secured Parties under any Additional
First Lien Agreements, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration
or otherwise) of the Additional First Lien Obligations;


 















    Exhibit C
 


     


    

  














WHEREAS,
Holdings is an affiliate of the Borrower;


 


WHEREAS,
the proceeds of the Extensions of Credit will be used in part to enable the Borrower to make valuable transfers to Holdings and
the Subsidiary Pledgors in connection with the operation of their respective businesses;


 


WHEREAS,
each Pledgor acknowledges that it will derive substantial direct and indirect benefit from the making of the Extensions of Credit
and have agreed to secure their obligations with respect thereto pursuant to this Agreement on a first priority basis (subject
to Liens permitted by each of the Credit Agreement and any Additional First Lien Agreement);


 


WHEREAS,
it is a condition precedent to the obligations of the Lenders and the Letter of Credit Issuers to make their respective Extensions
of Credit to the Borrower under the Credit Agreement that the Pledgors shall have executed and delivered this Agreement to the
Collateral Agent for the benefit of the Secured Parties; and


 


WHEREAS,
(a) after giving effect to the Internal Restructuring, the Pledgors are the legal and beneficial owners of the Capital Stock
described in Schedule 2 and issued by the entities named therein (such Capital Stock, together with all other Capital Stock required
to be pledged pursuant to Section 9.11(a) of the Credit Agreement or any equivalent provision of any Additional First
Lien Agreement (the “After-acquired Shares”), are referred to collectively herein as the “Pledged
Shares”), (b) each of the Pledgors is the legal and beneficial owner of the promissory notes, chattel paper and
instruments evidencing Indebtedness owed to it described in Schedule 2 and issued by the entities named therein (such notes, chattel
paper and instruments, together with any other Indebtedness owed to any Pledgor hereafter and required to be pledged pursuant
to Section 9.11(a) of the Credit Agreement or any equivalent provision of any Additional First Lien Agreement (the “After-acquired
Debt”), are referred to collectively herein as the “Pledged Debt”), in each case as such schedule
may be amended or supplemented pursuant to Section 9.11(a) of the Credit Agreement or any equivalent provision of any
Additional First Lien Agreement and/or Section 9(b) hereof and (c) the Pledgors are the legal and beneficial owners
of the Intercompany Note described in Schedule 2 and issued by the entities named therein, evidencing all Indebtedness of Holdings,
the Borrower and each of its Restricted Subsidiaries that is owing to any Credit Party and required to be pledged pursuant to
Section 9.11(b) of the Credit Agreement or any equivalent provision of any Additional First Lien Agreement, in each
case as such schedule may be amended or supplemented pursuant to Section 9(b) hereof.


 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, and to induce the Agents, the Lenders and the Letter of Credit Issuers to enter into the Credit
Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrower
under the Credit Agreement, to induce the holders of any Additional First Lien Obligations to make their advances under the applicable
Additional First Lien Agreement, to induce one or more Hedge Banks to enter into Secured Hedging Agreements with any Credit Party
or any Restricted Subsidiary and to induce one or more Cash Management Banks to provide Cash Management Services pursuant to Secured
Cash Management Agreements to any Credit Party or any Restricted Subsidiary, the Pledgors hereby agree with the Collateral Agent,
for the benefit of the Secured Parties, as follows:


 


















    Exhibit C
 


     


    

  







1.              Defined
Terms.


 


(a)            (i) Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein (including terms used in the preamble and the
recitals) shall have the meanings given to them in the Credit Agreement and (ii) all terms defined in the Uniform Commercial
Code from time to time in effect in the State of New York (the “NY UCC”) and used herein and not defined herein
or in the Credit Agreement shall have the meanings specified therein (and if defined in more than one article of the NY UCC, shall
have the meaning specified in Article 9 thereof). Furthermore, unless otherwise defined herein, in the Credit Agreement or
the NY UCC, terms defined in the Security Agreement and used herein shall have the meanings assigned to them in the Security Agreement.


 


(b)            The
rules of construction and other interpretive provisions specified in Sections 1.2, 1.5, 1.6, 1.7, 1.8 and 1.11 of the Credit
Agreement shall apply to this Agreement, including terms defined in the preamble and recitals to this Agreement.


 


(c)            The
following terms shall have the following meanings:


 


“Additional
First Lien Agreement” shall mean any indenture, credit agreement, loan agreement, note purchase agreement or other document,
instrument or agreement, if any, pursuant to which any Pledgor has or will Incur Additional First Lien Obligations as permitted
by each of the Credit Agreement and any Additional First Lien Agreement then in effect; provided that, in each case, the
Indebtedness thereunder has been designated as Additional First Lien Obligations pursuant to and in accordance with Section 7.15
of the Security Agreement.


 


“Additional
First Lien Obligations” shall mean all advances to, and debts, liabilities, obligations, covenants and duties of, any
Pledgor arising under any Additional First Lien Agreement relating to Indebtedness Incurred by, or provided to, the Borrower and/or
any other Credit Party including, without limitation, Permitted Additional Debt Obligations and Permitted Equal Priority Refinancing
Debt in respect of the Obligations, whether direct or indirect (including those acquired by assumption), absolute or contingent,
due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by
or against any Pledgor or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor
in such proceeding (or that would accrue but for the operation of applicable Debtor Relief Laws), regardless of whether such interest
and fees are allowed claims in such proceeding, in each case, that have been designated as Additional First Lien Obligations pursuant
to and in accordance with Section 7.15 of the Security Agreement.


 


“Additional
Secured Party Consent” shall mean a consent in the form of Exhibit 3 to the Security Agreement.


 


“After-acquired
Debt” shall have the meaning assigned to such term in the recitals to this Agreement.


 


“After-acquired
Shares” shall have the meaning assigned to such term in the recitals to this Agreement.


 


“Agreement”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Authorized
Representative” shall mean (a) the Administrative Agent with respect to the Credit Agreement and (b) any duly
authorized agent, trustee or representative of any other Secured Party under Additional First Lien Agreements designated as “Authorized
Representative” for any Secured Party in an Additional Secured Party Consent delivered to the Collateral Agent.


 





















    Exhibit C
 


     


    

  











“Collateral”
shall have the meaning assigned to such term in Section 2.


 


“Collateral
Agent” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Credit Agreement”
shall have the meaning assigned to such term in the recitals to this Agreement.


 


“Credit Party”
shall mean the Borrower, Holdings, the Subsidiary Pledgors and each other Subsidiary of the Borrower that is a party to the Credit
Agreement, any other Credit Document or any Additional First Lien Agreement.


 


“Default”
or “Event of Default” shall mean a “default” or “event of default” under the Credit
Agreement or under any Additional First Lien Agreement.


 


“Excluded
Property” shall have the meaning assigned to such term in the Security Agreement; provided that clause (c) of
such definition of “Excluded Property” shall not apply for purposes of this Agreement.


 


“Extensions
of Credit” shall have the meaning assigned to such term in the recitals to this Agreement.


 


“First Lien
Obligations” shall mean, collectively, the Obligations and any Additional First Lien Obligations.


 


“Guarantee”
shall have the meaning assigned to such term in the recitals to this Agreement.


 


“Permitted
Pledged Collateral Liens” shall have the meaning assigned to such term in Section 5(b).


 


“Pledged Debt”
shall have the meaning assigned to such term in the recitals to this Agreement.


 


“Pledged Shares”
shall have the meaning assigned to such term in the recitals to this Agreement.


 


“Pledgors”
shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Proceeds”
shall mean all “proceeds” as such term is defined in Article 9 of the NY UCC and, in any event, shall include
with respect to any Pledgor, any consideration received from the sale, exchange, license, lease or other Disposition of any asset
or property that constitutes Collateral, any value received as a consequence of the possession of any Collateral and any payment
received from any insurer or other Person as a result of the destruction, loss, theft, damage or other involuntary conversion
of whatever nature of any asset or property that constitutes Collateral, and shall include (a) all cash and negotiable instruments
received by or held on behalf of the Collateral Agent and (b) any and all other amounts from time to time paid or payable
under or in connection with any of the Collateral.


 


“Secured
Debt Documents” shall mean, collectively, the Credit Documents, each Secured Hedging Agreement entered into with a Hedge
Bank and each Secured Cash Management Agreement entered into with a Cash Management Bank.


 





















    Exhibit C
 


     


    

  







“Secured
Parties” shall mean, collectively, the Secured Parties (as defined in the Credit Agreement) and, if any, the holders
of Additional First Lien Obligations and any Authorized Representative with respect thereto.


 


“Security
Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.


 


“Security Interest”
shall have the meaning assigned to such term in Section 2.


 


“Subsidiary
Pledgors” shall have the meaning assigned to such term in the preamble to this Agreement.


 


“Termination
Date” shall mean the date on which all First Lien Obligations (other than (i) Hedging Obligations in respect of
any Secured Hedging Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements and
(iii) any contingent obligations or other contingent indemnification obligations not then due and payable) have been paid
in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized
or back-stopped to the reasonable satisfaction of the applicable Letter of Credit Issuer.


 


“Uniform
Commercial Code” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified)
in any applicable state or jurisdiction.


 


(d)           Where
the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Pledgor, shall refer to
such Pledgor’s Collateral or the relevant part thereof.


 


2.              Grant
of Security. As security for the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise)
of the First Lien Obligations, each Pledgor hereby transfers, assigns and pledges to the Collateral Agent, for the benefit of
the Secured Parties, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest in
and continuing lien on (the “Security Interest”) all of such Pledgor’s right, title and interest in (subject
only to Liens permitted under each of the Credit Agreement and any Additional First Lien Agreement) and to all of the following
assets and properties, whether now owned or existing or hereafter acquired or existing or in which such Pledgor now has or at
any time in the future may acquire any right, title or interest (collectively, the “Collateral”):


 


(a)            the
Pledged Shares held by such Pledgor and the certificates, if any, representing such Pledged Shares and any interest of such Pledgor,
including all interests documented in the entries on the books of the issuer of the Pledged Shares or any financial intermediary
pertaining to the Pledged Shares and all dividends, cash, warrants, rights, instruments and other property or Proceeds from time
to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Shares;


 


(b)            the
Pledged Debt and the chattel paper or instruments evidencing the Pledged Debt owed to such Pledgor and all payments of principal
or interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of such Pledged Debt;


 


(c)            all
other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2;


 
























    Exhibit C
 


     


    

  










(d)            subject
to Section 8, all rights and privileges of such Pledgor with respect to the securities and other property referred to in
clauses (a), (b) and (c) above;


 


(e)            the
Intercompany Note; and


 


(f)             to
the extent not covered by clauses (a), (b), (c), (d) and (e) above, respectively, all Proceeds of any or all of the
foregoing Collateral.


 


Notwithstanding the foregoing
or anything to the contrary contained herein:


 


(1)            the
Collateral for the First Lien Obligations shall not include any Excluded Capital Stock or any other Excluded Property, and no
Pledgor shall be deemed to have granted a Security Interest in any of such Pledgor’s rights or interests in any Excluded
Capital Stock or any other Excluded Property;


 


(2)            at
the Borrower’s option and if so specified by the Borrower in a writing delivered to the Collateral Agent at the time the
applicable Additional Secured Party Consent is delivered, any Collateral securing any Additional First Lien Obligations (but not
any other Obligations) shall not include, solely with respect to such Additional First Lien Obligations, any Capital Stock and
other securities of a Subsidiary to the extent that the pledge of such Capital Stock would result in the Borrower, Holdings (or
any Parent Entity thereof) or any Subsidiary being required to file separate financial statements of such Subsidiary with the
SEC, but only to the extent necessary to not be subject to such requirement and only for so long as such requirement is in existence
and only with respect to the relevant Additional First Lien Obligations affected; provided that neither Holdings, the Borrower
nor any Subsidiary shall take any action in the form of a reorganization, merger or other restructuring a principal purpose of
which is to provide for the release of the Lien on any Capital Stock pursuant to this clause (2). In addition, in any case described
in clause (2) of the preceding sentence, in the event that Rule 3-16 of Regulation S-X under the Securities Act (“Rule 3-16”)
is amended, modified or interpreted by the SEC to require (or is replaced with another Applicable Law, or any other Applicable
Law is adopted, that would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements
of any Subsidiary of Holdings due to the fact that such Subsidiary’s Capital Stock secures the Additional First Lien Obligations
affected thereby, then the Capital Stock of such Subsidiary will automatically be deemed not to be part of the Collateral securing
the relevant Additional First Lien Obligations affected thereby but only to the extent necessary to not be subject to such requirement
and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified,
without the consent of any Secured Party, to the extent necessary to release the Lien in favor of the Collateral Agent for the
benefit of the holders of any such Additional First Lien Obligations on the Capital Stock shares that are so deemed to no longer
constitute part of the Collateral for the relevant Additional First Lien Obligations only. In the event that Rule 3-16 is
amended, modified or interpreted by the SEC to permit (or is replaced with another Applicable Law, or any other Applicable Law
is adopted, that would permit) such Subsidiary’s Capital Stock to secure the Additional First Lien Obligations in excess
of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements
of such Subsidiary, then the Capital Stock of such Subsidiary will automatically be deemed to be a part of the Collateral for
the relevant Additional First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this
Agreement, nothing in this paragraph shall limit the pledge of such Capital Stock and other securities from securing the Obligations
at all times or from securing any Additional First Lien Obligations that are not in respect of securities subject to regulation
by the SEC (or other Governmental Authority);


 
























    Exhibit C
 


     


    

 







(3)            Notwithstanding
anything herein to the contrary, the Pledgors shall not be required to take any action intended to cause “Excluded Capital
Stock” or any other “Excluded Property” to constitute Collateral (but without limitation of any requirements
set forth in clause (i) of the definition of “Excluded Subsidiary”).


 


(4)            The
Surviving Company and the Subsidiary Pledgors shall have no rights or obligations hereunder until the consummation of the Merger,
and any representations and warranties of the Surviving Company and the Subsidiary Pledgors hereunder shall not become effective
until such time. Upon consummation of the Merger, the signature pages to this Agreement submitted on behalf of the Subsidiary
Pledgors shall be deemed released, the Surviving Company shall succeed to all the rights and obligations of Merger Sub under this
Agreement, the Surviving Company and the Subsidiary Pledgors shall succeed to, or become subject to, all the rights and obligations
under the other Credit Documents to which they are a party and all representations and warranties of the Surviving Company and
the Subsidiary Pledgors hereunder shall become effective as of the time of consummation of the Merger, without any further action
by any Person;


 


(5)            The
Surviving Company shall have no rights or obligations hereunder as Holdings until the consummation of the Internal Restructuring,
and any representations and warranties of the Surviving Company in its capacity as Holdings under the Credit Documents shall not
become effective until such time. Upon consummation of the Internal Restructuring, the Surviving Company shall succeed to all
the rights and obligations of Polaris Intermediate as Holdings under this Agreement, and the Surviving Company shall succeed to
all the rights and obligations of Polaris Intermediate under the other Credit Documents to which Holdings is a party, and all
representations and warranties of the Surviving Company in its capacity as Holdings hereunder shall become effective as of the
time of consummation of the Internal Restructuring, without any further action by any Person; and


 


(6)            MPH
LLC shall have no rights or obligations hereunder in any capacity until the consummation of the Internal Restructuring, and any
representations and warranties of MPH LLC hereunder shall not become effective until such time. Upon consummation of the Internal
Restructuring, the signature pages to this Agreement submitted on behalf of MPH LLC shall be deemed released, MPH LLC shall
succeed to all the rights and obligations of the Surviving Company as Borrower and a Pledgor under this Agreement, and MPH LLC
shall succeed to all the rights and obligations of the Surviving Company as Borrower under the other Credit Documents to which
the Borrower is a party, and all representations and warranties of MPH LLC hereunder shall become effective as of the time of
consummation of the Internal Restructuring, without any further action by any Person.


 


TO HAVE AND TO HOLD
the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions
hereinafter set forth.


 


Each Pledgor hereby
irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial
financing statements with respect to the Collateral or any part thereof and amendments thereto and continuations thereof that
contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing
of any financing statement or amendment or continuation, including whether such Pledgor is an organization, the type of organization
and any organizational identification number issued to such Pledgor. Such financing statements may describe the Collateral in
the same manner as described herein or may contain an indication or description of collateral that describes such property in
any other manner such as “all assets” or “all personal property, whether now owned or hereafter acquired”
of such Pledgor or words of similar effect as being of an equal or lesser scope or with greater detail. Each Pledgor agrees to
provide such information to the Collateral Agent promptly upon request. Each Pledgor also ratifies any authorization previously
given in writing to the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto
or continuations thereof if filed prior to the Closing Date.






 
























    Exhibit C
 


     


    

  







3.              Security
for the First Lien Obligations. This Agreement secures the payment of all the First Lien Obligations. Without limiting the
generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the First Lien Obligations
and would be owed to the Collateral Agent or the Secured Parties under the Secured Debt Documents or any Additional First Lien
Agreement but for the fact that they are unenforceable or not allowable due to the existence of a proceeding under any Debtor
Relief Law involving any Pledgor.


 


4.              Delivery
of the Collateral. All Instruments, Certificated Securities or Tangible Chattel Paper, if any, representing or evidencing
the Collateral shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto to the extent required
by the Credit Agreement or any Additional First Lien Agreement then in effect and shall be in suitable form for transfer by delivery,
or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably
satisfactory to the Collateral Agent; provided that the foregoing shall only apply to an Instrument or Tangible Chattel
Paper if the Fair Market Value of such Instrument or Tangible Chattel Paper as of the date acquired or created exceeds $10,000,000
(individually); provided, further, that the foregoing shall not apply to any Excluded Capital Stock, Capital Stock
of an Immaterial Subsidiary or Special Purpose Subsidiary or Capital Stock of a Minority Investment. The Collateral Agent shall
have the right, at any time after the occurrence and during the continuation of an Event of Default and upon three Business Days’
prior written notice to any Pledgor (except as otherwise expressly provided herein), to transfer to or to register in the name
of the Collateral Agent or any of its nominees any or all of the Pledged Shares. After the occurrence and during the continuance
of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies of any notices or other communications
received by it with respect to Pledged Shares registered in the name of such Pledgor. After the occurrence and during the continuance
of an Event of Default, the Collateral Agent shall have the right to exchange the certificates representing Pledged Shares for
certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each delivery of Collateral (including
any After-acquired Shares and After-acquired Debt) shall be accompanied by a schedule describing the securities and Indebtedness
then being pledged hereunder, which shall be attached hereto as part of Schedule 2 and made a part hereof; provided that
the failure to attach any such schedule hereto shall not affect the validity of such pledge of such securities and Indebtedness.
Each schedule so delivered shall supplement any prior schedules so delivered.


 


5.              Representations
and Warranties. Each Pledgor represents and warrants to the Collateral Agent and each other Secured Party that:


 


(a)            Schedule
2 hereto (i) correctly represents as of the Closing Date and as specified therein, (A) the issuer, the issuer’s
jurisdiction of formation, the certificate number, if any, the Pledgor and the record owner, the number and class and the percentage
of the issued and outstanding Capital Stock of such class of all Pledged Shares and (B) the issuer, the initial principal
amount, the Pledgor and holder, date of issuance and maturity date (if applicable) of all Pledged Debt and (ii) together
with the comparable schedule to each supplement hereto, includes, all Capital Stock, debt securities and promissory notes held
by such Pledgor on the Closing Date (subject to the notations specified on such Schedule 2 with respect to ownership before and
after giving effect to the Internal Restructuring), and required to be pledged pursuant to Section 6.2(a) and 6.2(b) of
the Credit Agreement or required to be pledged pursuant to Section 9.11(a) of the Credit Agreement, pursuant to any
equivalent provision of any Additional First Lien Agreement and pursuant to Section 9(b) hereof, except in each case
to the extent constituting (x) debt securities and promissory notes not required to be delivered hereunder pursuant to Section 4,
(y) Excluded Capital Stock or (z) Excluded Property. Except as set forth on Schedule 2 and subject to the notations
specified on such Schedule 2 with respect to ownership before and after giving effect to the Internal Restructuring, the Pledged
Shares represent all of the issued and outstanding Capital Stock of each class of Capital Stock (or 65% of all of the issued and
outstanding voting Capital Stock and 100% of all issued and outstanding non-voting Capital Stock in the case of pledges of Capital
Stock in Foreign Subsidiaries or FSHCOs) in the issuer on the Closing Date.


 
























    Exhibit C
 


     


    

  







(b)            Such
Pledgor is the legal and beneficial owner of the Collateral pledged or assigned by such Pledgor hereunder, free and clear of any
Lien, except for (1) the Liens created by this Agreement and by any Additional First Lien Agreement, (2) any nonconsensual
Liens permitted under each of the Credit Agreement and any Additional First Lien Agreement and (3) any Liens secured by the
Collateral on a priority basis that is junior to the Liens secured by the Collateral described in subclause (1) and permitted
by the Credit Agreement (the Liens described in clauses (1), (2) and (3), collectively the “Permitted Pledged Collateral
Liens”).


 


(c)            As
of the Closing Date, the Pledged Shares pledged by such Pledgor hereunder have been duly authorized and validly issued and, in
the case of Pledged Shares issued by a corporation, are fully paid and non-assessable.


 


(d)            Except
for restrictions and limitations imposed by (x) the Permitted Pledged Collateral Liens and the underlying documents thereof
or securities laws generally, (y) Applicable Law or (z) agreements relating to Dispositions of Collateral permitted
by the Credit Agreement, the Collateral is freely transferable and assignable, and none of the Collateral is subject to any option,
right of first refusal, shareholders agreement, charter or bylaw provisions or contractual restriction of any nature that might
prohibit, impair, delay or otherwise affect the pledge of such Collateral hereunder, the sale or Disposition thereof pursuant
hereto or the exercise by the Collateral Agent of rights and remedies hereunder.


 


(e)            No
consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity
of the pledge effected hereby (other than such as have been obtained and are in full force and effect).


 


(f)            The
execution and delivery by such Pledgor of this Agreement and the pledge of the Collateral pledged by such Pledgor hereunder pursuant
hereto create a legal, valid and enforceable security interest in such Collateral (in the case of the Capital Stock of Foreign
Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by
the NY UCC) and (i) in the case of Instruments, Certificated Securities or Tangible Chattel Paper representing or evidencing
the Collateral, upon the earlier of (x) delivery of such Collateral to the Collateral Agent in accordance with this Agreement
and (y) the filing of the applicable Uniform Commercial Code financing statements described in Section 3.3(a) of
the Security Agreement and (ii) in the case of all other Collateral in which a security interest may be perfected by filing
a financing statement under the Uniform Commercial Code of any jurisdiction, upon the filing of the applicable Uniform Commercial
Code financing statements described in Section 3.3(a) of the Security Agreement, shall create a perfected security interest
in such Collateral (in the case of the Capital Stock of Foreign Subsidiaries, to the extent the creation of such security interest
in the Capital Stock of Foreign Subsidiaries is governed by the NY UCC), securing the payment of the First Lien Obligations, in
favor of the Collateral Agent, for the benefit of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles
of equity (whether considered in a proceeding in equity or law).


 
























    Exhibit C
 


     


    

  


(g)            The
pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the
Collateral Agent in the Collateral as set forth herein.


 


(h)            Such
Pledgor has full power, authority and legal right to pledge all the Collateral pledged by such Pledgor pursuant to this Agreement
and this Agreement constitutes a legal, valid and binding obligation of such Pledgor (in the case of the Capital Stock of Foreign
Subsidiaries, to the extent the creation of such security interest in the Capital Stock of Foreign Subsidiaries is governed by
the NY UCC), enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity
(whether considered in a proceeding in equity or law).


 


(i)             The
Pledged Debt constitutes all of the outstanding Indebtedness for borrowed money (except Indebtedness of Holdings, the Borrower
and each Restricted Subsidiary that is owing to any Pledgor) which, in each case, is owed by any Person to such Pledgor and with
an aggregate principal amount in excess of $10,000,000 (individually) as of the Closing Date and required to be pledged hereunder
or pursuant to Section 6.2(b) or 9.11(a) of the Credit Agreement or any equivalent provision of any Additional
First Lien Agreement.


 


6.              Certification
of Limited Liability Company Interests, Limited Partnership Interests, Corporate Interests and Pledged Debt.


 


(a)            Unless
otherwise consented to by the Collateral Agent, Capital Stock required to be pledged hereunder in any Domestic Subsidiary that
is organized as a limited liability company or limited partnership and pledged hereunder shall either (i) be represented
by a certificate, and in the Organizational Documents of such Domestic Subsidiary the applicable Pledgor shall cause the issuer
of such interests to elect to treat such interests as a “security” within the meaning of Article 8 of the Uniform
Commercial Code of its jurisdiction of organization or formation, as applicable, by including in its Organizational Documents
language substantially similar to the following and, accordingly, such interests shall be governed by Article 8 of the Uniform
Commercial Code:


 


“The [partnership/limited
liability company] hereby irrevocably elects that all [partnership/membership] interests in the [partnership/limited liability
company] shall be securities governed by Article 8 of the Uniform Commercial Code of [jurisdiction of organization or formation,
as applicable]. Each certificate evidencing [partnership/membership] interests in the [partnership/limited liability company]
shall bear the following legend: “This certificate evidences an interest in [name of [partnership/limited liability company]]
and shall be a security for purposes of Article 8 of the Uniform Commercial Code.” No change to this provision shall
be effective until all outstanding certificates have been surrendered for cancellation and any new certificates thereafter issued
shall not bear the foregoing legend.”


 


or (ii) not have elected to be treated
as a “security” within the meaning of Article 8 of the Uniform Commercial Code by the issuer of such Capital
Stock and shall not be represented by a certificate; provided that such Pledgor shall at no time elect to treat any such
interest as a “security” within the meaning of Article 8 of the Uniform Commercial Code, nor shall such interest
be represented by a certificate, unless such Pledgor provides prompt (and in any event within five (5) Business Days, subject
to extension in the sole discretion of the Collateral Agent) written notification to the Collateral Agent of such election and
such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms
hereof.


 



























    Exhibit C
 


     


    

  







(b)            Subject
to the limitations set forth herein, in Section 9.11 of the Credit Agreement, in Section 3.3(b) of the Security
Agreement or in any equivalent provision of any Additional First Lien Agreement, each Pledgor will cause each separate obligation
of Indebtedness for borrowed money not already evidenced by an Intercompany Note, having an aggregate principal amount in excess
of $10,000,000 (individually) owed to any Pledgor and required to be pledged pursuant to the Credit Agreement or any Additional
First Lien Agreement to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent
pursuant to the terms hereof.


 


7.              Further
Assurances. Subject to the limitations set forth in this Agreement, the other Security Documents (including Section 3.3(b) of
the Security Agreement) and in any Additional First Lien Agreement, each Pledgor agrees that at any time and from time to time,
at the expense of such Pledgor, it will execute or otherwise authorize the filing of any and all further documents, financing
statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements,
fixture filings, mortgages, deeds of trust and other documents), which may be required under any Applicable Law, or which the
Collateral Agent or the Required Lenders (or if there are any Additional First Lien Obligations outstanding, subject to the terms
of any intercreditor agreement among the holders of First Lien Obligations, the requisite holders or lenders of such Additional
First Lien Obligations) may reasonably request, in order (x) to perfect and protect any pledge, assignment or security interest
granted or intended to be granted hereby (including the priority thereof) or (y) to enable the Collateral Agent to exercise
and enforce its rights and remedies hereunder with respect to any Collateral.


 


8.              Voting
Rights; Dividends and Distributions; Etc.


 


(a)            So
long as no Event of Default shall have occurred and be continuing and three Business Days’ prior written notice has not
been received by the Borrower from the Collateral Agent:


 


(i)             Each
Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part
thereof for any purpose not prohibited by the terms of this Agreement, the other Secured Debt Documents or any Additional First
Lien Agreement.


 


(ii)            The
Collateral Agent shall execute and deliver (or cause to be executed and delivered) to each Pledgor all such proxies and other
instruments as such Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and other rights
that it is entitled to exercise pursuant to paragraph (i) above.


 


(b)            Subject
to paragraph (c) below, each Pledgor shall be entitled to receive and retain and use, free and clear of the Lien of this
Agreement, any and all dividends, distributions, redemptions, principal and interest made or paid in respect of the Collateral
to the extent not prohibited by any Secured Debt Document or any Additional First Lien Agreement; provided, however,
that any and all noncash dividends, interest, principal or other distributions that would constitute Pledged Shares or Pledged
Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Capital Stock of the issuer of
any Pledged Shares or received in exchange for Pledged Shares or Pledged Debt or any part thereof, or in redemption thereof, or
as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise,
shall be, and shall be forthwith delivered to the Collateral Agent to hold as, Collateral and shall, if received by such Pledgor,
be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and
be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary indorsement).


 



























    Exhibit C
 


     


    

  


(c)            Upon
three Business Days’ prior written notice to the Pledgors by the Collateral Agent following the occurrence and during the
continuation of an Event of Default:


 


(i)             all
rights of such Pledgor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be
entitled to exercise pursuant to Section 8(a)(i) shall cease, and all such rights shall thereupon become vested in the
Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual
rights during the continuation of such Event of Default; provided that, unless otherwise directed by the Required Lenders
(or if there are any Additional First Lien Obligations outstanding, subject to the terms of any intercreditor agreement among
the holders of First Lien Obligations, the requisite holders or lenders of such Additional First Lien Obligations), the Collateral
Agent shall have the right from time to time following the occurrence and during the continuation of an Event of Default to permit
the Pledgors to exercise such rights. After all Events of Default have been cured or waived or otherwise cease to be continuing
and the Borrower has delivered to the Collateral Agent a certificate to that effect, each Pledgor will have the right to exercise
the voting and consensual rights that such Pledgor would otherwise be entitled to exercise pursuant to the terms of Section 8(a)(i) (and
the obligations of the Collateral Agent under Section 8(a)(ii) shall be reinstated);


 


(ii)            all
rights of such Pledgor to receive the dividends, distributions and principal and interest payments that such Pledgor would otherwise
be authorized to receive and retain pursuant to Section 8(b) shall cease, and all such rights shall thereupon become
vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, distributions
and principal and interest payments during the continuation of such Event of Default. After all Events of Default have been cured
or waived or otherwise cease to be continuing and the Borrower has delivered to the Collateral Agent a certificate to that effect,
the Collateral Agent shall repay to each Pledgor (without interest) and each Pledgor shall be entitled to receive, retain and
use all dividends, distributions and principal and interest payments that such Pledgor would otherwise be permitted to receive,
retain and use pursuant to the terms of Section 8(b);


 


(iii)           all
dividends, distributions and principal and interest payments that are received by such Pledgor contrary to the provisions of Section 8(b) shall
be received in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor
and shall forthwith be delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary indorsements);
and


 


(iv)           in
order to permit the Collateral Agent to receive all dividends, distributions and principal and interest payments to which it may
be entitled under Section 8(b) above, to exercise the voting and other consensual rights that it may be entitled to
exercise pursuant to Section 8(c)(i), and to receive all dividends, distributions and principal and interest payments that
it may be entitled to under Sections 8(c)(ii) and (c)(iii), such Pledgor shall from time to time execute and deliver to the
Collateral Agent, appropriate proxies, dividend payment orders and other instruments as the Collateral Agent may reasonably request.


 


(d)            Any
notice given by the Collateral Agent to the Pledgors suspending their rights under paragraph (c) of this Section 8,
(i) may be given to one or more of the Pledgors at the same or different times and (ii) may suspend the rights of the
Pledgors under paragraph (a)(i) or paragraph (b) of this Section 8 in part without suspending all such rights (as
specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral
Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred
and is continuing.


 



























    Exhibit C
 


     


    



 


9.              Transfers
and Other Liens; Additional Collateral; Etc. Each Pledgor shall:


 


(a)            not,
except as permitted by each of the Credit Agreement and each Additional First Lien Agreement (including pursuant to waivers and
consents thereunder), (i) sell or otherwise Dispose of, or grant any option or warrant with respect to, any of the Collateral
or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Liens
permitted under Section 10.2 of the Credit Agreement; provided that, in the event such Pledgor sells or otherwise
Disposes of assets as permitted by each of the Credit Agreement and each Additional First Lien Agreement (including pursuant to
waivers and consents thereunder) to a Person that is not a Pledgor and such assets are or include any of the Collateral, such
Collateral shall automatically be released to such Pledgor free and clear of the Lien created by this Agreement concurrently with
the consummation of such Disposition in accordance with Section 13.17 of the Credit Agreement, any equivalent provision of
any Additional First Lien Agreement and with Section 14 hereof;


 


(b)            pledge
and, if applicable, cause each Subsidiary required to become a party hereto to pledge, to the Collateral Agent for the benefit
of the Secured Parties, promptly upon acquisition thereof, all After-acquired Shares and After-acquired Debt required to be pledged
pursuant to Section 9.11(a) of the Credit Agreement and any equivalent provision of any Additional First Lien Agreement,
except in each case to the extent such After-acquired Shares and After-acquired Debt constitute Excluded Capital Stock or Excluded
Property and in each case pursuant to a supplement to this Agreement substantially in the form of Annex A hereto or such other
form reasonably satisfactory to the Collateral Agent (it being understood that the execution and delivery of such a supplement
shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain
in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Agreement); and


 


(c)            take
any actions required under Applicable Law or which the Collateral Agent or Required Lenders may reasonably request to defend its
and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and
all Liens (other than any Permitted Pledged Collateral Liens), however arising, and any and all Persons whomsoever and, subject
to Section 13.17 of the Credit Agreement, any equivalent provision of any Additional First Lien Agreement and Section 14
hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.


 


10.            Collateral
Agent Appointed Attorney-in-Fact. Each Pledgor hereby appoints, which appointment is irrevocable and coupled with an interest,
the Collateral Agent as such Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and
in the name of such Pledgor or otherwise, to take any action and to execute any instrument, in each case after the occurrence
and during the continuation of an Event of Default, that the Collateral Agent may deem reasonably necessary or advisable to accomplish
the purposes of this Agreement, including to receive, indorse and collect all instruments made payable to such Pledgor representing
any dividend, distribution or principal or interest payment in respect of the Collateral or any part thereof and to give full
discharge for the same.


 


11.            The
Collateral Agent’s Duties. The powers conferred on the Collateral Agent hereunder are solely to protect its interest
and the interests of the Secured Parties in the Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder,
the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Pledged Shares, whether or not the Collateral Agent or any other
Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights
against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable
care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially
equal to that which the Collateral Agent accords its own property.


 






    	 	Exhibit C	 
 




     


    




 


12.            Remedies.
If any Event of Default shall have occurred and be continuing:


 


(a)            The
Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party upon default under the NY UCC (whether or not the NY UCC applies
to the affected Collateral) and also may without notice, except as otherwise specified in this Agreement, sell the Collateral
or any part thereof in one or more parcels at public or private sale, at any exchange broker’s board or at any of the Collateral
Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms
as are commercially reasonable irrespective of the impact of any such sales on the market price of the Collateral. The Collateral
Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers
of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment
and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have
the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any
such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby
waives (to the extent permitted by Applicable Law) all rights of redemption, stay and/or appraisal that it now has or may at any
time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent or any Secured
Party shall have the right upon any such public sale, and, to the extent permitted by Applicable Law, upon any such private sale,
to purchase all or any part of the Collateral so sold and the Collateral Agent or such other Secured Party may, subject to (x) the
satisfaction in full of all payments due pursuant to Section 12(b)(i) hereof and (y) the satisfaction of the First
Lien Obligations in accordance with the priorities set forth in Section 12(b), pay the purchase price by crediting the amount
thereof against the First Lien Obligations. Each Pledgor agrees that, to the extent notice of sale shall be required by Applicable
Law, at least ten days’ notice to such Pledgor of the time and place of any public sale or the time after which any private
sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place
to which it was so adjourned. To the extent permitted by Applicable Law, each Pledgor hereby waives any claim against the Collateral
Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less
than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and
does not offer such Collateral to more than one offeree. As an alternative to exercising the power of sale herein conferred upon
it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral
or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding
by a court-appointed receiver. Any sale pursuant to the provisions of this Section 12 shall be deemed to conform to the commercially
reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.


 


(b)            Except
as expressly provided elsewhere in this Agreement or any other Credit Document, all proceeds received by the Collateral Agent
in respect of any sale of, collection from or other realization upon all or any part of the Collateral shall be applied after
receipt as follows:


 






    	 	Exhibit C	 
 




     


    

 


(i)            FIRST,
to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Collateral Agent in connection
with such collection or sale or otherwise in connection with this Agreement, the other Credit Documents, any Additional First
Lien Agreement or any of the First Lien Obligations, including all court costs and the reasonable and documented fees and out-of-pocket
expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder, under any other
Credit Document or under any Additional First Lien Agreement on behalf of any Pledgor and any other reasonable and documented
out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder, under any other Credit
Document or under any Additional First Lien Agreement;


 


(ii)            SECOND,
to the Secured Parties, an amount equal to all First Lien Obligations owing to them on the date of any such distribution, and,
if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to
such Secured Parties in proportion to the unpaid amounts thereof; and


 


(iii)            THIRD,
any surplus then remaining shall be paid to the Pledgors or their successors or assigns or to whomsoever may be lawfully entitled
to receive the same or as a court of competent jurisdiction may direct.


 


Notwithstanding the foregoing,
(i) no amounts received from any Pledgor shall be applied to any Excluded Swap Obligation of such Pledgor and (ii) after
the payments pursuant to clause FIRST above, if an intercreditor agreement (including the Equal Priority Intercreditor Agreement
or other Customary Intercreditor Agreement) has been entered into among the holders of First Lien Obligations which provides for
the application of proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon
all or any part of the Collateral, then such proceeds shall be applied pursuant to the terms of such intercreditor agreement (including
the Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement) and in making the determination and allocations
required in any intercreditor agreement the Collateral Agent may conclusively rely upon information supplied by the applicable
Authorized Representatives as to the amounts of unpaid principal and interest and other amounts outstanding with respect to such
First Lien Obligations and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance
on such information.


 


The Collateral
Agent shall have absolute discretion as to the time of the application of any such proceeds in accordance with this Section 12.
Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser
or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any
part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication
thereof.


 


(c)            The
Collateral Agent may exercise any and all rights and remedies of each Pledgor in respect of the Collateral.


 


(d)            All
payments received by any Pledgor after the occurrence and during the continuation of an Event of Default and after prior written
notice from the Collateral Agent to the Borrower (it being understood that the exercise of remedies by the Secured Parties in
connection with an Event of Default under Section 11.5 of the Credit Agreement or any equivalent provision of any Additional
First Lien Agreement shall be deemed to constitute a request by the Collateral Agent for the purposes of this sentence and in
such circumstances, no such written notice shall be required) in respect of the Collateral shall be received in trust for the
benefit of the Collateral Agent, shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered
to the Collateral Agent as Collateral in the same form as so received (with any necessary indorsement).


 






    	 	Exhibit C	 
 




     


    

 


(e)            If
the Collateral Agent shall determine to exercise its right to sell all or any of the Pledged Shares pursuant to this Section 12,
each Pledgor recognizes that the Collateral Agent may be unable to effect a public sale of any or all of the Pledged Shares, by
reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled
to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other
things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof.
Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such
sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been
made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged
Shares for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities
Act, or under applicable state securities laws, even if such issuer would agree to do so.


 


(f)            If
the Collateral Agent determines to exercise its right to sell any or all of the Collateral, upon written request, each Pledgor
shall, from time to time, furnish to the Collateral Agent all such information as the Collateral Agent may reasonably request
in order to determine the number of shares and other instruments included in the Collateral which may be sold by the Collateral
Agent as exempt transactions under the Securities Act and rules of the SEC, as the same are from time to time in effect.


 


13.            Amendments, etc.
with Respect to the First Lien Obligations; Waiver of Rights. Except for the termination of a Pledgor’s First Lien Obligations
hereunder as provided in Section 14, each Pledgor shall remain obligated hereunder notwithstanding that, without any reservation
of rights against any Pledgor and without notice to or further assent by any Pledgor, (a) any demand for payment of any of
the First Lien Obligations made by the Collateral Agent or any other Secured Party may be rescinded by such party and any of the
First Lien Obligations continued, (b) the First Lien Obligations, or the liability of any other party upon or for any part
thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Collateral
Agent or any other Secured Party, (c) the Secured Debt Documents, any Additional First Lien Agreement and any other documents
executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance
with the terms of the applicable Secured Debt Document or Additional First Lien Agreement and (d) any collateral security,
guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of the First
Lien Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral Agent nor any other Secured Party
shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the First Lien
Obligations or for this Agreement or any property subject thereto. When making any demand hereunder against any Pledgor, the Collateral
Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower (to the extent
such demand is in respect of any First Lien Obligations owing by Borrower) or any other Pledgor or pledgor, and any failure by
the Collateral Agent or any other Secured Party to make any such demand or to collect any payments from the Borrower or any other
Pledgor or pledgor or any release of the Borrower or any other Pledgor or pledgor shall not relieve any Pledgor in respect of
which a demand or collection is not made or any Pledgor not so released of its several obligations or liabilities hereunder, and
shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Collateral Agent or any
other Secured Party against any Pledgor. For the purposes hereof “demand” shall include the commencement and continuation
of any legal proceedings. In the event of any conflict between the terms of this Section 13 and the Credit Agreement, the
Credit Agreement shall prevail.


 






    	 	Exhibit C	 
 




     


    

 


14.            Continuing
Security Interest; Assignments Under the Secured Debt Documents or any Additional First Lien Agreement; Release.


 


(a)            This
Agreement and the security interest granted hereunder shall remain in full force and effect and be binding in accordance with
and to the extent of its terms upon each Pledgor and the successors and assigns thereof and shall inure to the benefit of the
Collateral Agent and the other Secured Parties and their respective successors, indorsees, transferees and assigns until the Termination
Date, notwithstanding that from time to time prior to the Termination Date, the Pledgors may be free from any Obligations.


 


(b)            (i) A
Subsidiary Pledgor shall automatically be released from its obligations hereunder and the Security Interests in the Collateral
of such Subsidiary Pledgor created hereby shall be automatically released (x) as it relates to the Obligations, upon the
consummation of any transaction permitted by the Credit Agreement, as a result of which such Subsidiary Pledgor ceases to be a
Restricted Subsidiary of the Borrower or otherwise becomes an Excluded Subsidiary and (y) as it relates to any Additional
First Lien Obligations under any Additional First Lien Agreement, upon the consummation of any transaction permitted by such Additional
First Lien Agreement, as a result of which such Subsidiary Pledgor ceases to be a guarantor thereunder; (ii) Holdings (or
the Previous Holdings, as the case may be) shall automatically be released from its obligations hereunder and the Security Interests
in the Collateral of Holdings (or the Previous Holdings, as the case may be) created hereby shall be automatically released in
accordance with the formation or acquisition of a New Holdings that satisfies the conditions set forth in (x) as it relates
to the Obligations, the Credit Agreement and (y) as it relates to any Additional First Lien Obligations under any Additional
First Lien Agreement, such Additional First Lien Agreement; and (iii) Polaris Intermediate shall automatically be released
from its obligations hereunder and the Security Interests in the Collateral of Polaris Intermediate created hereby shall be automatically
released upon the effectiveness of the Internal Restructuring.


 


(c)            The
Security Interests created hereby in any Collateral shall be automatically released and such Collateral sold free and clear of
the Security Interests created hereby (i) as required by the Collateral Agent to effect any sale, transfer or other Disposition
of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to this Agreement, (ii) upon any
sale, transfer or other Disposition by any Pledgor of any Collateral that is permitted under the Credit Agreement and each Additional
First Lien Agreement (other than to another Pledgor), (iii) upon the effectiveness of any release (including any written
consent to such release) of the Security Interests created hereby in any Collateral in accordance with Section 13.17 of the
Credit Agreement and any applicable provision in each Additional First Lien Agreement, (iv) upon such Collateral becoming
Excluded Capital Stock or Excluded Property, (v) to the extent the property constituting such Collateral is owned by any
Guarantor, upon the release of such Guarantor from its obligations under the Guarantee (in accordance with Section 13.17
of the Credit Agreement and the Guarantee) or (vi) as otherwise provided in any applicable intercreditor agreement (including
the Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement) among holders of First Lien Obligations.


 


(d)            In
connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and
deliver to any Pledgor or authorize the filing of, at such Pledgor’s expense, all documents that such Pledgor shall reasonably
request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 14 shall
be without recourse to or warranty by the Collateral Agent.


 






    	 	Exhibit C	 
 




     


    

 


15.            Reinstatement.
This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the First Lien Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any other
Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Pledgor, or upon
or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower
or any other Pledgor or any substantial part of its property, or otherwise, all as though such payments had not been made.


 


16.            Notices.
All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement
(whether or not then in effect). All communications and notices hereunder to any Subsidiary Pledgor shall be given to it in care
of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement (whether or not then in
effect). All notices to any holder of Additional First Lien Obligations shall be given to it in care of the applicable Authorized
Representative at such Authorized Representative’s address set forth in the applicable Additional Secured Party Consent
or Additional First Lien Agreement, as the case may be, as such address may be changed by written notice to the Collateral Agent
and the Borrower.


 


17.            Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including
by facsimile or other electronic transmission (i.e., a “PDF” or “TIF” file)), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Collateral Agent and the Borrower.


 


18.            Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.


 


19.            Integration.
This Agreement together with the other Credit Documents and each Additional First Lien Agreement represents the agreement
of each of the Pledgors with respect to the subject matter hereof and there are no promises, undertakings, representations or
warranties by the Collateral Agent or any other Secured Party relative to the subject matter hereof not expressly set forth or
referred to herein or in the other Secured Debt Documents or any Additional First Lien Agreement (and each other agreement or
instrument executed or issued in connection therewith).


 


20.            Amendments
in Writing; No Waiver; Cumulative Remedies.


 


(a)            None
of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument
executed by the affected Pledgor(s) and the Collateral Agent in accordance with Section 13.1 of the Credit Agreement.
The Collateral Agent may, without the consent of any Lender, enter into any amendments to this Agreement (including modifications
of the terms “Additional First Lien Agreement” and “Additional First Lien Obligations” and any provisions
of this Agreement referencing such terms) to reflect the issuance or Incurrence of any Indebtedness secured by a Lien permitted
by Section 10.2(a) of the Credit Agreement that is not secured by Liens granted under this Agreement.


 


(b)            Neither
the Collateral Agent nor any other Secured Party shall by any act (except by a written instrument pursuant to Section 20(a) hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default
or Event of Default or in any breach of any of the terms and conditions hereof or of any other applicable Secured Debt Document
or of any Additional First Lien Agreement. No failure to exercise, nor any delay in exercising, on the part of the Collateral
Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial
exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party of any right or remedy hereunder
on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or such other Secured Party
would otherwise have on any other occasion.


 






    	 	Exhibit C	 
 




     


    

 


(c)            The
rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive
of any other rights or remedies provided by law.


 


21.            Collateral
Agent as Agent. Section 6.3 and Section 6.4 of the Security Agreement are incorporated herein, mutatis mutandis.


 


22.            Section Headings.
The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


 


23.            Successors
and Assigns. 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 no Pledgor may assign, transfer or delegate any of its rights
or obligations under this Agreement without the prior written consent of the Collateral Agent, except pursuant to a transaction
permitted by each of the Credit Agreement and any Additional First Lien Agreements.


 


24.            WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


25.            Submission
to Jurisdiction; Waivers. Each Pledgor hereby irrevocably and unconditionally:


 


(a)            submits
for itself and its property in any legal action or proceeding relating to this Agreement, the other Credit Documents to which
it is a party and any Additional First Lien Agreement to which it is a party, or for recognition and enforcement of any judgment
in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York located in the County of New
York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;


 


(b)            consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;


 


(c)            agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Pledgor at its address referred to in Section 16
or at such other address of which the Collateral Agent shall have been notified pursuant thereto;


 






    	 	Exhibit C	 
 




     


    

 


(d)            agrees
that nothing herein shall affect the right of the Collateral Agent or any other Secured Party to effect service of process in
any other manner permitted by law or shall limit the right of the Collateral Agent or any other Secured Party to sue in any other
jurisdiction; and


 


(e)            waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 25 any special, exemplary, punitive or consequential damages.


 


26.            GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


27.            Intercreditor
Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and any intercreditor agreement
(including the Equal Priority Intercreditor Agreement or other Customary Intercreditor Agreement) among the holders of First Lien
Obligations that relates solely to the rights or obligations of, or relationship between, the First Lien Secured Parties under
the Credit Agreement and the First Lien Secured Parties under any Additional First Lien Agreement, the provisions of such intercreditor
agreement shall control.


 


28.            Additional
First Lien Obligations. Notwithstanding any provision to the contrary in this Agreement, the Collateral Agent shall be under
no obligation to serve as agent on behalf of the holders of any Additional First Lien Obligations (or their representatives) or
under any Additional First Lien Agreement and may decide, in its sole discretion, not to serve in such role, it being understood
that, in such circumstance, no provisions of this Agreement will benefit or apply to the holders of Additional First Lien Obligations
(or their representatives). It being further understood that the Collateral Agent shall serve in such role only if it has countersigned
an Additional Secured Party Consent and in such case solely with respect to the New Secured Obligation under and as defined in
such Additional Secured Party Consent. For the avoidance of doubt, any refusal by the Collateral Agent to serve as collateral
agent on behalf of the holders of any Additional First Lien Obligations (or their representatives) shall not limit the Borrower’s
ability to incur such obligations and secure them by Liens on the Collateral that rank equal in priority to the Liens on the Collateral
securing the Obligations and any other First Lien Obligations if then in effect to the extent permitted to do so under each of
the Credit Agreement and any Additional First Lien Agreement and in such case the Collateral Agent is authorized to execute the
Equal Priority Intercreditor Agreement or any other Customary Intercreditor Agreement (or any joinders thereto) and any related
documentation to evidence and/or acknowledge the Liens securing any such Additional First Lien Obligations and the relationship
between the Collateral Agent and the collateral agent appointed in respect of such Additional First Lien Obligations.


 


[Signature Pages Follow]


 






    	 	Exhibit C	 
 




     


    

 


IN WITNESS WHEREOF,
each of the undersigned has caused this Agreement to be duly executed and delivered by its duly authorized officer as of the day
and year first above written.


 


 


	 	POLARIS INTERMEDIATE CORP.
	 	 
	 	 	 
	 	By:	      
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	POLARIS MERGER SUB CORP.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	 	Exhibit C	 
 




     


    

 


	 	MPH ACQUISITION CORP 1
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: Mark Tabak
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	MPH ACQUISITION HOLDINGS LLC
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: Mark Tabak
	 	 	Title: President


 






    	 	Exhibit C	 
 




     


    

 



 


	 	MEDICAL AUDIT & REVIEW
    SOLUTIONS, INC., as Pledgor
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: Mark Tabak
	 	 	Title:   Vice President
	 	 	 
	 	 	 
	 	MPH ACQUISITION CORPORATION,
    as Pledgor
	 	MPH INTERMEDIATE HOLDING COMPANY
    1, as Pledgor
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name: Mark Tabak
	 	 	Title:   President
	 	 	 
	 	 	 
	 	FORMOST, INC.,
                    as Pledgor


HMA
ACQUISITION CORPORATION, as Pledgor


IHP
ACQUISITION CORP., as Pledgor


MARS
ACQUISITION CORP., as Pledgor


MULTIPLAN
CORP., as Pledgor


MULTIPLAN
SERVICES CORPORATION, as Pledgor


NCN
ACQUISITION CORPORATION, as Pledgor


PRIVATE
HEALTHCARE SYSTEMS, INC., as Pledgor


TEXAS
TRUE CHOICE, INC., as Pledgor


VIANT, INC.,
as Pledgor


VIANT
HOLDINGS, INC., as Pledgor


VIANT
PAYMENT SYSTEMS, INC., as Pledgor


HEALTHNETWORK
SYSTEMS LLC, as Pledgor


NATIONAL
CARE NETWORK, LLC, as Pledgor


ADMAR
CORPORATION, as Pledgor


BEECH
STREET CORPORATION, as Pledgor


MULTIPLAN, INC.,
as Pledgor


STATEWIDE
INDEPENDENT PPO INC., as Pledgor


ASSOCIATES
FOR HEALTH CARE, INC., as Pledgor


HEALTHEOS
BY MULTIPLAN, INC., as Pledgor




 





 


	 	By:	 
	 	 	Name: Mark Tabak
	 	 	Title:   President and Chief Executive
    Officer


 






    	 	Exhibit C	 
 




     


    

 


	 	BARCLAYS BANK PLC, as
    Collateral Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	 	Exhibit C	 
 




     


    

 


SCHEDULE 1


TO THE PLEDGE AGREEMENT


 


	 	 	SUBSIDIARY PLEDGORS
	 	 	 
		1.	Admar Corporation






		2.	Associates for Health Care, Inc.






		3.	Beech Street Corporation






		4.	ForMost, Inc.






		5.	HealthEOS by MultiPlan, Inc.






		6.	HealthNetwork Systems LLC






		7.	HMA Acquisition Corporation






		8.	IHP Acquisition Corp.






		9.	MARS Acquisition Corp.






		10.	Medical Audit & Review Solutions, Inc.






		11.	MPH Acquisition Corporation






		12.	MPH Intermediate Holding Company 1






		13.	MultiPlan Corp.






		14.	MultiPlan, Inc.






		15.	MultiPlan Services Corporation






		16.	National Care Network, LLC






		17.	NCN Acquisition Corporation






		18.	Private Healthcare Systems, Inc.






		19.	Statewide Independent PPO Inc.






		20.	Texas True Choice, Inc.






		21.	Viant Holdings, Inc.






		22.	Viant Payment Systems, Inc.






		23.	Viant, Inc.



 






    	 	Exhibit C	 
 




     


    

 


SCHEDULE 2


TO THE PLEDGE AGREEMENT


 


PLEDGED
SHARES AND PLEDGED DEBT


 


Pledged Shares


 


	 	 	 	Certificate	Number
    of
	Pledgor/	 	Class of	Nos.
    of	Shares/Units
	Record &
    Beneficial	Issuing
    Entity	Issued	Issued	Issued &
	Owner	 	Stock/Units	Shares	Percentage
    of
	 	 	 	/Units	Class
	Polaris
    Intermediate Corp.	MPH
    Acquisition Corp 12	Series A
    common stock	Uncertificated	500

    (100%)
	 	 	 	 	 
	Polaris
    Intermediate Corp.	MPH
    Acquisition Corp 13	Series B
    common stock	Uncertificated	500

    (100%)
	 	 	 	 	 
	MPH
    Acquisition Corp 1	MPH
    Acquisition Holdings LLC	LLC
    Interests	Uncertificated	100%
	 	 	 	 	 
	MPH
    Acquisition Holdings LLC	MPH
    Intermediate Holding Company 1	Series A
    common stock	Uncertificated	500

    (100%)
	 	 	 	 	 
	 	 	 	 	 
	MPH
    Acquisition Holdings LLC	MPH
    Intermediate Holding Company 1	Series B
    common stock 	Uncertificated	500

    (100%)
	 	 	 	 	 
	MPH
    Intermediate Holding Company 1	MPH
    Acquisition Corporation	Series A
    common stock	Uncertificated	500

    (100%)
	 	 	 	 	 
	MPH
    Intermediate Holding Company 1	MPH
    Acquisition Corporation	Series B
    common stock	Uncertificated	500

    (100%)
	 	 	 	 	 
	 	 	 	 	 
	MPH
    Acquisition Corporation	MultiPlan, Inc.	Common
    stock	11	1,000

    (100%)



 





 






2            Pledge
by Polaris Intermediate Corp. of the Capital Stock issued by MPH Acquisition Corp 1 owned by Polaris Intermediate Corp. upon consummation
of the Merger shall be released upon consummation of the Internal Restructuring pursuant to Section 14(b) of this Agreement.


 


3            Pledge
by Polaris Intermediate Corp. of the Capital Stock issued by MPH Acquisition Corp 1 owned by Polaris Intermediate Corp. upon consummation
of the Merger shall be released upon consummation of the Internal Restructuring pursuant to Section 14(b) of this Agreement.


 






    	 	Exhibit C	 
 




     


    

 	 	 	 	Certificate	Number
    of
	Pledgor/	 	Class of	Nos.
    of	Shares/Units
	Record &
    Beneficial	Issuing
    Entity	Issued	Issued	Issued &
	Owner	 	Stock/Units	Shares	Percentage
    of
	 	 	 	/Units	Class
	MultiPlan, Inc.	MultiPlan
    Corp.	Common
    stock	6	1,000

    (100%)
	MultiPlan, Inc.	HealthEOS
    by MultiPlan, Inc.	Common
    stock	4	250

    (100%)
	MultiPlan, Inc.	MultiPlan
    Services Corporation	Common
    stock	7	100

    (100%)
	MultiPlan, Inc.	Viant
    Holdings, Inc.	Common
    stock	CS-3	1,000

    (100%)
	MultiPlan, Inc.	Private
    Healthcare Systems, Inc.	Common
    stock	C-1	1,000

    (100%)
	MultiPlan, Inc.	HMA
    Acquisition Corporation	Common
    stock	1	1,000

    (100%)
	MultiPlan, Inc.	NCN
    Acquisition Corporation	Common
    stock	1	1,000

    (100%)
	MultiPlan, Inc.	IHP
    Acquisition Corp.	Common
    stock	1	1,000

    (100%)
	MultiPlan, Inc.	MARS
    Acquisition Corporation	Common
    stock	001	1,000

    (100%)
	MultiPlan
    Corp.	Associates
    for Health Care, Inc.	Common
    stock	8	2,000

    (100%)
	MultiPlan
    Corp.	ForMost, Inc.	Common
    stock	11	11,111

    (100%)
	MultiPlan
    Corp.	ProAmerica
    Managed Care, Inc.	Common
    stock	5	5,000

    (100%)
	MultiPlan
    Corp.	Admar
    Corporation	Common
    stock	2	1,000

    (100%)
	MultiPlan
    Corp.	Florida
    Health, L.C.	LLC
    Interests	1B	1%
	Private
    Healthcare Systems, Inc.	American
    Lifecare, Inc.	Common
    stock	6	3,000,000

    (100%)
	Private
    Healthcare Systems, Inc.	American
    Lifecare Holdings, Inc.	Common
    stock	2	100

    (100%)
	Private
    Healthcare Systems, Inc.	Statewide
    Independent PPO Inc.	Common
    stock	4	1

    (100%)
	Viant
    Holdings, Inc.	Viant, Inc.	Common
    stock	002	1,000

    (100%)










 





    	 	Exhibit C	 
 




     


    

 


	 	 	 	Certificate	Number
    of
	Pledgor/	 	Class of	Nos.
    of	Shares/Units
	Record &
    Beneficial	Issuing
    Entity	Issued	Issued	Issued &
	Owner	 	Stock/Units	Shares	Percentage
    of
	 	 	 	/Units	Class
	Viant
    Holdings, Inc.	Viant
    Management Services, Inc.	Common
    stock	008	1,000
    

    (100%)
	Viant, Inc.	Beech
    Street Corporation	Common
    stock	003	1,000
    

    (100%)
	Viant, Inc.	Texas
    True Choice, Inc.	Common
    stock	001	1,000
    

    (100%)
	Viant, Inc.	Viant
    Payment Systems, Inc.	Common
    stock	005	1,000
    

    (100%)
	Viant
    Payment Systems, Inc.	HealthNetwork
    Systems LLC	LLC
    Interests	Uncertificated	100%
	HMA
    Acquisition Corporation	Savant
    Management Concepts, Inc.	Common
    stock	2	1,000

    (100%)
	HMA
    Acquisition Corporation	i/mx
    Technologies, Inc.	Common
    stock	2	1,000
    

    (100%)
	HMA
    Acquisition Corporation	HMA, Inc.	Common
    stock	25	15,798

    (100%)
	NCN
    Acquisition Corporation	National
    Care Network, LLC	LLC
    Interests	Uncertificated	100%
	IHP
    Acquisition Corp.	Integrated
    Health Plan, Inc.	Class A
    common stock	2	100

    (100%)
	MARS
    Acquisition Corporation	Medical
    Audit & Review Solutions, Inc.	Common
    stock	2	100

    (100%)






 






    	 	Exhibit C	 
 




     


    

 


Pledged Debt


 


The Intercompany Note (as defined in the
Credit Agreement), dated as of the Closing Date and executed by Holdings, the Borrower and each other Restricted Subsidiary of
the Borrower.


 






    	 	Exhibit C	 
 




     


    

 


ANNEX A


TO THE PLEDGE AGREEMENT


 


SUPPLEMENT NO. [______],
dated as of [__________] (this “Supplement”), to the Pledge Agreement dated as of June 7, 2016 (as the
same may be amended, supplemented, amended and restated or otherwise modified from time to time, the “Pledge Agreement”),
among POLARIS INTERMEDIATE CORP., a Delaware corporation (initial Holdings, whose rights and obligations therein, after
giving effect to the Internal Restructuring, were assumed by the Surviving Company (as defined below)), POLARIS MERGER SUB
CORP., a Delaware corporation, which on the Closing Date was merged with and into MPH Acquisition Corp 1, a Delaware corporation
(the “Target”) (with the Target surviving such merger and with such merged company existing under the laws
of the state of Delaware as the “Surviving Company”, whose rights and obligations therein, after giving effect
to the Internal Restructuring, were assumed by MPH Acquisition Holdings LLC, a Delaware limited liability company (“MPH
LLC”)), each of the subsidiaries of the Borrower listed on Schedule 1 thereto or that becomes a party thereto pursuant
to Section 9(b) thereof (each such subsidiary, individually, a “Subsidiary Pledgor” and, collectively,
the “Subsidiary Pledgors”; and, together with Holdings and the Borrower, collectively, the “Pledgors”),
and BARCLAYS BANK PLC, as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity,
the “Collateral Agent”).


 


A.            Reference
is made to (a) the Credit Agreement, dated as of June 7, 2016 (as the same may be amended, restated, supplemented, amended
and restated or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower,
financial institutions and other investors from time to time party thereto (the “Lenders”), the Co-Obligors
from time to time party thereto, BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, Letter of Credit Issuer and Swingline
Lender, the other agents party thereto and the other parties from time to time party thereto and (b) the Guarantee, dated
as of June 7, 2016 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time,
the “Guarantee”), among the Guarantors party thereto and the Collateral Agent.


 


B.            Capitalized
terms used herein and not otherwise defined herein (including in the preamble and the recitals to this Agreement) shall have the
meanings assigned to such terms in the Pledge Agreement or the Credit Agreement (whether or not the Credit Agreement is in effect
on the date hereof), as applicable. The rules of construction and the interpretive provisions specified in Section 1(b) of
the Pledge Agreement shall apply to this Supplement, including terms defined in the preamble and recitals to this Agreement.


 


C.            The
Pledgors have entered into the Pledge Agreement in order to induce the Agents, the Lenders and the Letter of Credit Issuers to
enter into the Credit Agreement and to induce (a) the Lenders and the Letter of Credit Issuers to make their respective Extensions
of Credit to the Borrower under the Credit Agreement, (b) the holders of any Additional First Lien Obligations to make their
advances under the applicable Additional First Lien Agreement, (c) one or more Hedge Banks to enter into Secured Hedging
Agreements with any Credit Party or any Restricted Subsidiary and (d) one or more Cash Management Banks to provide Cash Management
Services pursuant to Secured Cash Management Agreements to any Credit Party or any Restricted Subsidiary.


 


D.            The
undersigned [Pledgor] [Domestic Subsidiary] (each, an “Additional Pledgor”) is (a) the legal and beneficial
owner of the Capital Stock described under Schedule 1 hereto and issued by the entities named therein (such pledged Capital Stock,
together with all other Capital Stock required to be pledged under the Pledge Agreement (the “After-acquired Additional
Pledged Shares”), referred to collectively herein as the “Additional Pledged Shares”) and (b) the
legal and beneficial owner of the Instruments or Chattel Paper evidencing Indebtedness owed to it (the “Additional Pledged
Debt”) described under Schedule 1 hereto and issued by the entities named therein.


 






    	 	Exhibit C	 
 




     


    

 


E.            Section 9.11(a) of
the Credit Agreement and/or the equivalent provision of any Additional First Lien Agreement and Section 9(b) of the
Pledge Agreement provides that additional Subsidiaries of the Borrower may become Subsidiary Pledgors under the Pledge Agreement
by execution and delivery of an instrument in the form of this Supplement. Each undersigned Additional Pledgor is executing this
Supplement in accordance with the requirements of Section 9(b) of the Pledge Agreement to pledge to the Collateral Agent,
for the benefit of the Secured Parties, the Additional Pledged Shares and the Additional Pledged Debt and to become a Subsidiary
Pledgor under the Pledge Agreement in order to induce (a) the Lenders and the Letter of Credit Issuers to make additional
Extensions of Credit to the Borrower under the Credit Agreement and as consideration for Extensions of Credit previously made,
(b) the holders of any Additional First Lien Obligations to make their advances under the applicable Additional First Lien
Agreement, (c) one or more Hedge Banks to enter into Secured Hedging Agreements with any Credit Party or any Restricted Subsidiary
and (d) one or more Cash Management Banks to provide Cash Management Services pursuant to Secured Cash Management Agreements
to any Credit Party or any Restricted Subsidiary.


 


Accordingly, the Collateral
Agent and each undersigned Additional Pledgor agree as follows:


 


SECTION 1.     In
accordance with Section 9(b) of the Pledge Agreement, each Additional Pledgor by its signature below hereby transfers,
assigns and pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent,
for the benefit of the Secured Parties, a security interest in and to all of such Additional Pledgor’s right, title and
interest in the following, whether now owned or existing or hereafter acquired or existing (collectively, the “Additional
Collateral”):


 


(a)            the
Additional Pledged Shares held by such Additional Pledgor and the certificates, if any, representing such Additional Pledged Shares
and any interest of such Additional Pledgor, including all rights, privileges, authority and powers of such Pledgor relating to
such Pledged Shares in each issuer or under any organizational document of each issuer and the certificates, instruments and agreements
representing such Pledged Shares and all interests documented in the entries on the books of the issuer of the Additional Pledged
Shares or any financial intermediary pertaining to the Additional Pledged Shares and all dividends, cash, warrants, rights, instruments
and other property or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for
(including upon any consolidation or merger of any issuer of such Pledged Shares), any or all of the Additional Pledged Shares;
provided that the Additional Pledged Shares under this Supplement shall not include any Excluded Capital Stock or Excluded
Property;


 


(b)            the
Additional Pledged Debt and the Instruments or Chattel Paper evidencing the Additional Pledged Debt owed to such Additional Pledgor,
and all payments of principal or interest, cash, instruments and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such Additional Pledged Debt;


 


(c)            all
other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 1;


 


(d)            subject
to the terms of the Pledge Agreement, all rights and privileges of such Pledgor with respect to the securities and other property
referred to in clauses (a), (b) and (c) above; and


 






    	 	Exhibit C	 
 




     


    

 


(e)            to
the extent not covered by clauses (a), (b), (c) and (d) above, respectively, all Proceeds of any or all of the foregoing
Additional Collateral.


 


TO HAVE AND TO HOLD
the Additional Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental
thereto, unto the Collateral Agent, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants
and conditions hereinafter set forth.


 


For purposes of the
Pledge Agreement, (w) the Collateral shall be deemed to include the Additional Collateral, (x) the After-acquired Shares
shall be deemed to include the After-acquired Additional Pledged Shares, (y) the After-acquired Debt shall be deemed to include
the Additional Pledged Debt and (z) Schedule 1 hereto shall supplement Schedule 2 to the Pledge Agreement.


 


[SECTION 2.     Each
Additional Pledgor by its signature below becomes a Pledgor under the Pledge Agreement with the same force and effect as if originally
named therein as a Pledgor and each Additional Pledgor hereby agrees to all the terms and provisions of the Pledge Agreement applicable
to it as a Pledgor thereunder. Each reference to a “Subsidiary Pledgor” or a “Pledgor” in the Pledge Agreement
shall be deemed to include each Additional Pledgor. The Pledge Agreement is hereby incorporated herein by reference.]4


 


SECTION [2][3]. Each Additional
Pledgor represents and warrants as follows:


 


(a)            Schedule
1 hereto (i) correctly represents as of the date hereof (A) the issuer, the certificate number, if any, the Pledgor
and the record owner, the number and class and the percentage of the issued and outstanding Capital Stock of such class of all
Additional Pledged Shares and (B) the issuer, the initial principal amount, the Pledgor and holder, date of issuance and
maturity date of all Additional Pledged Debt and (ii) together with Schedule 2 to the Pledge Agreement and the comparable
schedules to each other Supplement to the Pledge Agreement, includes all Capital Stock, debt securities and promissory notes required
to be pledged pursuant to Section 9.11(a) of the Credit Agreement and/or the equivalent provision of any Additional
First Lien Agreement and Section 9(b) of the Pledge Agreement. Except as set forth on Schedule 1, the Pledged Shares
represent all of the issued and outstanding Capital Stock of each class of Capital Stock (or 65% of all of the issued and outstanding
voting Capital Stock and 100% of non-voting Capital Stock in the case of pledges of Capital Stock in Foreign Subsidiaries or FSHCOs)
in the issuer on the date hereof.


 


(b)            Such
Additional Pledgor is the legal and beneficial owner of the Additional Collateral pledged or assigned by such Additional Pledgor
hereunder free and clear of any Lien, except for the Permitted Pledged Collateral Liens.


 


(c)            As
of the date of this Supplement, the Additional Pledged Shares pledged by such Additional Pledgor hereunder have been duly authorized
and validly issued and, in the case of Additional Pledged Shares issued by a corporation, are fully paid and non-assessable.


 


(d)            Except
for restrictions and limitations imposed by (x) the Permitted Pledged Collateral Liens and the underlying documents thereof
or securities laws generally or (y) agreements relating to Dispositions of Collateral permitted by the Credit Agreement,
and except as disclosed on Schedule 1, the Additional Collateral is freely transferable and assignable, and none of the Additional
Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual
restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Additional Collateral hereunder,
the sale or Disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder.


 





 






4            Include
only for Additional Pledgors that are not already signatories to the Pledge Agreement.


 






    	 	Exhibit C	 
 




     


    

 



 


(e)            No
consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity
of the pledge effected hereby (other than such as have been obtained and are in full force and effect).


 


(f)            The
execution and delivery by such Additional Pledgor of this Supplement and the pledge of the Additional Collateral pledged by such
Additional Pledgor hereunder pursuant hereto create a valid and enforceable security interest in such Additional Collateral and
(a) in the case of certificates, chattel paper or instruments representing or evidencing the Additional Collateral, upon
the earlier of (i) delivery of such Additional Collateral to the Collateral Agent (or to its non-fiduciary agent or designee)
in accordance with this Supplement and the Pledge Agreement and (ii) the filing of the applicable Uniform Commercial Code
financing statements described in Section 3.3(a) of the Security Agreement and (b) in the case of all other Additional
Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code of
any jurisdiction, upon the filing of the applicable Uniform Commercial Code financing statements described in Section 3.3(a) of
the Security Agreement, shall create a perfected security interest in such Additional Collateral, securing the payment of the
First Lien Obligations, prior to any other Lien on any Pledged Shares or Pledged Debt other than any nonconsensual Liens permitted
under each of the Credit Agreement and any Additional First Lien Agreement, in favor of the Collateral Agent, for the benefit
of the Secured Parties, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar
laws relating to or affecting creditors rights generally and general principles of equity (whether considered in a proceeding
in equity or law).


 


(g)            The
pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the
Collateral Agent in the Additional Collateral as set forth herein.


 


(h)            Such
Additional Pledgor has full power, authority and legal right to pledge all the Additional Collateral pledged by such Additional
Pledgor pursuant to this Supplement and this Supplement constitutes a legal, valid and binding obligation of each Additional Pledgor,
enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization
and other similar laws relating to or affecting creditors rights generally and general principles of equity (whether considered
in a proceeding in equity or law).


 


SECTION [3][4].
This Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including
by facsimile or other electronic transmission (i.e., a “pdf” or “tif” file)), and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Supplement signed by all
the parties shall be lodged with the Collateral Agent and the Borrower. This Supplement shall become effective as to each Additional
Pledgor when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures
of such Additional Pledgor and the Collateral Agent.


 


SECTION [4][5].
Except as expressly supplemented hereby, the Pledge Agreement shall remain in full force and effect.


 


SECTION [5][6].     THIS
SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


 






    	 	Exhibit C	 
 




     


    

 


SECTION [6][7].
Any provision of this Supplement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Pledge Agreement,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable
provisions.


 


SECTION [7][8].
All notices, requests and demands pursuant hereto shall be made in accordance with Section 16 of the Pledge Agreement. All
communications and notices hereunder to each Additional Pledgor shall be given to it in care of the Borrower at the Borrower’s
address set forth in Section 13.2 of the Credit Agreement (whether or not then in effect).


 


SECTION [8][9].
To the extent the Borrower would be required to do so pursuant to Section 13.5 of the Credit Agreement (whether or not then
in effect) or any comparable provision of any Additional First Lien Agreement, each Additional Pledgor agrees to reimburse the
Collateral Agent for its reasonable and documented out-of-pocket expenses in connection with this Supplement, including the reasonable
and documented fees, other charges and disbursements of counsel for the Collateral Agent.


 






    	 	Exhibit C	 
 




     


    

 


IN WITNESS WHEREOF,
each Additional Pledgor and the Collateral Agent have duly executed this Supplement to the Pledge Agreement as of the day and
year first above written.


 


	 	[NAME OF ADDITIONAL PLEDGOR(S)]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	BARCLAYS BANK PLC, as Collateral
    Agent
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	 	Exhibit C	 
 




     


    

 


SCHEDULE 1





TO SUPPLEMENT NO. [    ]





TO THE PLEDGE AGREEMENT


 





PLEDGED SHARES AND
PLEDGED DEBT


 


Pledged Shares





 


	 	 	 	 	 	 	Percentage
	 	 	Issuer’s	Class of	 	 	of
    Issued
	Pledgor	 	jurisdiction	Equity	Certificate	Number	and
	 	Issuer	of	Interest	No(s),
    if any	of
    Units	Outstanding
	 	 	formation	 	 	 	Units
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


Pledged Debt


 


	 	 	Initial	 	 
	Pledgor	 	Principal	 	 
	 	Issuer	Amount	Date
    of Issuance	Maturity
    Date
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






    	 	Exhibit C	 
 




     


    

 


EXHIBIT D


TO THE CREDIT AGREEMENT


 


FORM OF NOTICE
OF BORROWING


 


BARCLAYS BANK PLC


as Administrative Agent


700 Prides Crossing


Newark, DE 19713


 


Attn: Jason Jones


Tel: [___________]


Email: [___________]


Email for notices: [___________]


 


,_________


 


Ladies and Gentlemen:


 


The undersigned, [POLARIS
MERGER SUB CORP.][MPH ACQUISITION HOLDINGS LLC], a Delaware [corporation][limited liability company] (the “Borrower”),
refers to the Credit Agreement, dated as of June 7, 2016 (as amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”), among POLARIS INTERMEDIATE CORP., a Delaware corporation, POLARIS
MERGER SUB CORP., a Delaware corporation, the Co-Obligors from time to time party thereto, the Lenders from time to time party
thereto, BARCLAYS BANK PLC (the “Administrative Agent”), as the Administrative Agent, Collateral Agent,
Swingline Lender and Letter of Credit Issuer, GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent and BANK OF AMERICA,
N.A., CITIBANK, N.A. and UBS AG, STAMFORD BRANCH, as Documentation Agents and the other parties from time to time party
thereto.


 


Capitalized terms
used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.


 


The Borrower hereby
gives you notice pursuant to Section 2.3 of the Credit Agreement that it hereby requests a Borrowing under the Credit Agreement
and, in connection therewith, sets forth below the terms on which such Borrowing is requested to be made:


 


(A)            Date
of Borrowing   ___________,____ 1


 


(B)            Aggregate
Principal amount of Borrowing $_____________ 2


 





 






1            In
the case of the Initial Term Loans, the Closing Date; in the case of the Incremental Term Loans, the applicable Incremental Facility
Closing Date in respect of such Class. In the case of all other Borrowings, a Business Day.


 









    	 	Exhibit D	 
 




     


    

 


(C)            Class of
Borrowing  ____________ 3


 


(D)            Type
of Borrowing  ____________ 4


 


(E)            [Interest
Period ____________  ]5


 


[The undersigned hereby
certifies that (a) subject to the provisions of Section 7.1 of the Credit Agreement, all representations and warranties
made by any Credit Party contained in the Credit Agreement or in the other Credit Documents shall be true and correct in all material
respects with the same effect as though such representations and warranties had been made on and as of the date of the Borrowing
requested hereby (except where such representations and warranties expressly relate to an earlier date, in which case such representations
and warranties were true and correct in all material respects as of such earlier date, and except where such representations and
warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations
and warranties shall be true and correct in all respects), and (b) no Default or Event of Default shall have occurred and
be continuing as of the date of the Borrowing requested hereby nor, after giving effect to the Borrowing requested hereby, would
a Default or Event of Default occur.]6


 


If any Borrowing of
Eurodollar Loans is not made as a result of a withdrawn Notice of Borrowing or failure to satisfy the conditions of Section 6
and Section 7 of the Credit Agreement, the Borrower shall, after receipt of a written request by any Lender (which request
shall set forth in reasonable detail the basis for requesting such amount and, absent clearly demonstrable error, the amount requested
shall be final and conclusive and binding upon all parties hereto), pay to the Administrative Agent for the account of such Lender
within ten Business Days of such request any amounts required to compensate such Lender for any additional losses, costs or expenses
that such Lender may reasonably incur as a result of such payment, failure to borrow, failure to convert, failure to continue,
failure to prepay, reduction or failure to reduce, including any loss, cost or expense (excluding loss of anticipated profits)
actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain
such Eurodollar Loan.


 


[Signature
pages follow]


 


	 	 	 
	 	 	(continued....)





2            The
aggregate principal amount of each Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and of
each Borrowing of Swingline Loans shall be in a multiple of $100,000.


 


3            Specify
Revolving Credit Loans, Swingline Loans, Initial Term Loans, Incremental Term Loans (of a Class), Extended Term Loans
(of the same Extension Series), Extended Revolving Credit Loans (of the same Extension Series) or Additional/Replacement Revolving
Credit Loans.


 


4            Specify
ABR Loans or Eurodollar Loans.


 


5            Applicable
only to Eurodollar Borrowings and subject to the definition of “Interest Period” and Section 2.9 of the Credit
Agreement.


 


6            Not
to be included in Notice of Borrowing for the Borrowing to occur on the Closing Date, and to be included for subsequent Borrowings
only to the extent required by Section 7.


 






    	 	Exhibit D	 
 




     


    

 


	 	[BORROWER]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	 	Exhibit D	 
 




     


    

 


EXHIBIT E


TO THE CREDIT AGREEMENT


 


FORM OF BORROWER/CO-OBLIGOR
JOINDER AGREEMENT


 


This JOINDER AGREEMENT, dated as
of [____________] (this “Agreement”), is entered into by each of the undersigned Subsidiaries (the “New
Co-Obligors”), and BARCLAYS BANK PLC, in its capacity as Administrative Agent and Collateral Agent (the “Agent”)
under that certain Credit Agreement, dated as of June 7, 2016 (as amended, restated, supplemented, amended and restated or
otherwise modified from time to time, the “Credit Agreement”), among POLARIS INTERMEDIATE CORP., a Delaware
corporation, POLARIS MERGER SUB CORP., a Delaware corporation, the Lenders from time to time party thereto, the Co-Obligors
from time to time party thereto, the Agent, and the other parties from time to time party thereto. Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


WITNESSETH:


 


WHEREAS, the Credit
Agreement requires that the Borrower cause each of its direct or indirect Domestic Subsidiaries (other than any Excluded Subsidiary)
formed or otherwise purchased or acquired after the Closing Date (including pursuant to an Acquisition) and any Domestic Subsidiary
of the Borrower that ceases to be an Excluded Subsidiary to execute a joinder agreement to the Credit Agreement whereby such Subsidiaries
become Co-Obligors under the Credit Agreement; and


 


WHEREAS, each of the
New Co-Obligors is a Domestic Subsidiary of the Borrower that is not an Excluded Subsidiary and, pursuant to the terms and conditions
of the Credit Agreement, is required to execute this Agreement.


 


NOW, THEREFORE, The
New Co-Obligors and the Agent, for the benefit of the Lenders, hereby agree as follows:


 


		1.	Each
                                         of the New Co-Obligors hereby acknowledges, agrees and confirms that, by its execution
                                         of this Agreement, it will be deemed to be a “Co-Obligor” under the Credit
                                         Agreement and shall have all of the obligations of a Co-Obligor thereunder as if it had
                                         executed the Credit Agreement. Each of the New Co-Obligors hereby ratifies, as of the
                                         date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained
                                         in the Credit Agreement, including without limitation all of the representations and
                                         warranties set forth in Section 8 of the Credit Agreement. Each reference to a “Co-Obligor”
                                         in the Credit Agreement shall be deemed to include each New Co-Obligor. The Credit Agreement
                                         is hereby incorporated herein by reference. This Agreement constitutes a “Credit
                                         Document” for all purposes under the Credit Documents.



 


		2.	Each
                                         New Co-Obligor represents and warrants to the Agent and the Lenders and Letter of Credit
                                         Issuer that this Agreement has been duly authorized, executed and delivered by it and
                                         constitutes its legal, valid and binding obligation, enforceable against it in accordance
                                         with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
                                         reorganization and other similar laws affecting creditors’ rights generally and
                                         subject to general principles of equity (whether considered in a proceeding in equity
                                         or law).



 






    	 	Exhibit E	 
 




     


    

 


		3.	If required, each New Co-Obligor
                                         is, simultaneously with the execution of this Agreement, executing and delivering such
                                         Security Documents (and such other documents and instruments) as required by the Credit
                                         Agreement.



 


		4.	Except
                                         as expressly supplemented hereby, the Credit Agreement shall remain in full force and
                                         effect.



 


		5.	All
                                         notices, requests and demands to or upon any New Co-Obligor, any Agent or any Lender
                                         shall be governed by the terms of Section 13.2 of the Credit Agreement.



 


		6.	Any
                                         provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
                                         as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
                                         without invalidating the remaining provisions hereof and in the Credit Agreement, and
                                         any such prohibition or unenforceability in any jurisdiction shall not invalidate or
                                         render unenforceable such provision in any other jurisdiction. The parties hereto shall
                                         endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
                                         provisions with valid provisions the economic effect of which comes as close as possible
                                         to that of the invalid, illegal or unenforceable provisions.



 


		7.	This
                                         Agreement may be executed by one or more of the parties to this Agreement on any number
                                         of separate counterparts (including by facsimile or other electronic transmission (i.e.
                                         a “pdf” or “tif”)), and all of said counterparts taken together
                                         shall be deemed to constitute one and the same instrument. This Agreement shall become
                                         effective as to each New Co-Obligor when the Agent shall have received counterparts of
                                         this Agreement that, when taken together, bear the signatures of such New Co-Obligor
                                         and the Agent.



 


		8.	The
                                         rules of construction and other interpretive provisions specified in Sections 1.2,
                                         1.5, 1.6, 1.7, 1.8 and 1.11 of the Credit Agreement shall apply to this Agreement, including
                                         terms defined in the preamble and recitals hereto



 


		9.	THIS
                                         AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
                                         AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



 






    	 	Exhibit E	 
 




     


    

 


IN WITNESS WHEREOF,
each New Co-Obligor and the Collateral Agent have duly executed this Agreement as of the day and year first above written.


 


	 	[                   
    ]
	 	 
	 	By:	    
	 	Name:	 
	 	Title:	 


 






    	 	Exhibit E	 
 




     


    

 



 


	 	Acknowledged and accepted:
	 	 	 
	 	BARCLAYS BANK PLC,
    as Administrative Agent and Collateral Agent
	 	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 






    	 	Exhibit E	 
 




     


    

 


EXHIBIT F


TO THE CREDIT AGREEMENT


 


FORM OF CLOSING
CERTIFICATE


 


OMNIBUS CLOSING
CERTIFICATE


 


June 7, 2016


 


Reference is made to
that certain Credit Agreement, dated as of June 7, 2016 (as amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”) among Polaris Intermediate Corp. (whose rights and obligations therein, after
giving effect to the Internal Restructuring, will be assumed by the Surviving Company (as defined below)), Polaris Merger Sub
Corp., which on the Closing Date shall be merged with and into MPH Acquisition Corp 1 (“MPH”), with MPH surviving
such merger and with the merged company existing under the laws of the state of Delaware as the “Surviving Company”,
whose rights and obligations therein, after giving effect to the Internal Restructuring, will be assumed by MPH Acquisition Holdings
LLC, the banks, financial institutions and other institutional lenders and investors from time to time parties thereto, Barclays
Bank PLC, as the Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in
such capacity, the “Collateral Agent”), Swingline Lender and Letter of Credit Issuer, the Co-Obligors from
time to time party thereto, the other agents party thereto and the other parties from time to time party thereto. Capitalized
terms used but not defined herein have the meanings given to such terms in the Credit Agreement, as applicable.


 


1.            The
undersigned, David L. Redmond, an Authorized Officer of each company listed on Schedule I hereto (each, a “Schedule I
Certifying Loan Party” and, collectively, the “Schedule I Certifying Loan Parties”), hereby certifies
that Mark Tabak is a duly elected and qualified Authorized Officer of each Schedule I Certifying Loan Party and the signature
set forth on the signature line for such signatory below is such signatory’s true and genuine signature, and such signatory
is duly authorized to execute and deliver on behalf of each Schedule I Certifying Loan Party each Credit Document to which it
is a party and any certificate or other document to be delivered by each Schedule I Certifying Loan Party pursuant to such Credit
Documents.


 


2.            The
undersigned, P. Hunter Philbrick, an Authorized Officer of each company listed on Schedule II hereto (each, a “Schedule
II Certifying Loan Party” and, collectively, the “Schedule II Certifying Loan Parties”), hereby certifies
that Allen Thorpe is a duly elected and qualified Authorized Officer of each Schedule II Certifying Loan Party and the signature
set forth on the signature line for such signatory below is such signatory’s true and genuine signature, and such signatory
is duly authorized to execute and deliver on behalf of each Schedule II Certifying Loan Party each Credit Document to which it
is a party and any certificate or other document to be delivered by each Schedule II Certifying Loan Party pursuant to such Credit
Documents. The term “Certifying Loan Party” shall refer to any of the Schedule I Certifying Loan Parties and
the Schedule II Certifying Loan Parties individually and the term “Certifying Loan Parties” shall refer to
the Schedule I Certifying Loan Parties and the Schedule II Certifying Loan Parties collectively.


 


3.            Each
of the undersigned Authorized Officers of the Certifying Loan Parties hereby certifies with respect to each such Certifying Loan
Party for which he or she is an Authorized Officer as follows:


 


(a)            All
representations and warranties made by each Certifying Loan Party contained in the Credit Agreement or in the other Credit Documents
are true and correct in all material respects as of the date hereof (except where such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as
of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse
Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects);
and


 






    	 	Exhibit F	 
 




     


    

 


(b)            No
Default or Event of Default has occurred and is continuing as of the date hereof and no Default or Event of Default will have
occurred and be continuing after giving effect to the Borrowing on the date hereof.


 


4.            The
undersigned, Mark Tabak, an Authorized Officer of each Schedule I Certifying Loan Party and the undersigned, Allen Thorpe, an
Authorized Officer of each Schedule II Certifying Loan Party hereby certifies with respect to each such Certifying Loan Party
for which he or she is an Authorized Officer as follows:


 


(a)            Each
Certifying Loan Party is a limited liability company or a corporation, in either case, duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization or formation;


 


(b)            Attached
hereto as Exhibit A is a complete and correct copy of the resolutions duly adopted by the board of directors (or a
duly authorized committee thereof), board of managers or a designated person or applicable member or members, as applicable, of
each Certifying Loan Party on the date indicated therein, authorizing the execution, delivery and performance of the Credit Documents
(and any agreements relating thereto) to which it is a party; such resolutions have not in any way been amended, modified, revoked
or rescinded and have been in full force and effect since their adoption to and including the date hereof and are now in full
force and effect; and such resolutions are the only corporate or company proceedings of each Certifying Loan Party now in force
relating to or affecting the matters referred to therein;


 


(c)            The
persons set forth on Exhibit B are now duly elected and qualified Authorized Officers of each Certifying Loan Party
holding the offices indicated next to their respective names, and such officers hold such offices with such Certifying Loan Party
on the date hereof, and the signatures appearing opposite their respective names are the true and genuine signatures of such officers,
and each of such officers is duly authorized to execute and deliver on behalf of each Certifying Loan Party each Credit Document
to which it is a party and any certificate or other document to be delivered by such Certifying Loan Party pursuant to such Credit
Documents.


 


(d)            Attached
hereto as Exhibit C is a true and complete copy of the limited liability company agreement or bylaws, as applicable,
of each Certifying Loan Party as in effect on the date hereof;


 


(e)            Attached
hereto as Exhibit D is a true and complete copy of the certificate of formation or certificate of incorporation, as
applicable, of each Certifying Loan Party as in effect on the date hereof, certified by the Secretary of State of its jurisdiction
of organization or formation as of a recent date; and


 






    	 	Exhibit F	 
 




     


    

 


(f)            Attached
hereto as Exhibit E is a true and complete copy of the certificate of good standing of each Certifying Loan Party
issued by the Secretary of State of its jurisdiction of organization or formation.


 


[remainder of page intentionally
left blank]


 






    	 	Exhibit F	 
 




     


    

 


IN WITNESS WHEREOF,
the undersigned have signed this certificate as of the date first written above.


 


 


	EACH OF THE ENTITIES LISTED
    ON SCHEDULE I HERETO	 	EACH OF THE ENTITIES LISTED
    ON SCHEDULE I HERETO
		 	
	 	 	 
	Name: Mark Tabak	 	Name: David L. Redmond
	Title: Authorized Officer	 	Title: Authorized Officer


 






    	 	Exhibit F	 
 




     


    

 


IN WITNESS WHEREOF,
the undersigned have signed this certificate as of the date first written above.


 


 


	EACH OF THE ENTITIES LISTED
    ON SCHEDULE II HERETO	 	EACH OF THE ENTITIES LISTED
    ON SCHEDULE II HERETO
		 	
	 	 	 
	Name: Allen Thorpe	 	Name: P. Hunter Philbrick
	Title: Authorized Officer	 	Title: Authorized Officer


 






    	 	Exhibit F	 
 




     


    

 


SCHEDULE I


 


MPH Acquisition Corp 1


MPH Acquisition Holdings LLC


MPH Intermediate Holding Company 1


MPH Acquisition Corporation


MultiPlan, Inc.


ForMost, Inc.


HMA Acquisition Corporation


IHP Acquisition Corp.


MARS Acquisition Corp.


Medical Audit & Review Solutions, Inc.


MultiPlan Corp.


MultiPlan Services Corporation


NCN Acquisition Corporation


Private Healthcare Systems, Inc.


Texas True Choice, Inc.


Viant, Inc.


Viant Holdings, Inc.


Viant Payment Systems, Inc.


HealthNetwork Systems LLC


National Care Network, LLC


Admar Corporation


Beech Street Corporation


Statewide Independent PPO Inc.


Associates for Health Care, Inc.


HealthEOS by MultiPlan, Inc.


 






    	 	Exhibit F	 
 




     


    

 


SCHEDULE II


 


Polaris Intermediate Corp.


Polaris Merger Sub Inc.


 






    	 	Exhibit F	 
 




     


    

 


EXHIBIT A


to the Closing Certificate


 


Omnibus Resolutions


 


[See attached]


 






    	 	Exhibit F	 
 




     


    

 


EXHIBIT B


to the Closing Certificate


 


Incumbency


 


[See Attached.]


 






    	 	Exhibit F	 
 




     


    

 



 


EXHIBIT C


to the Closing Certificate


 


Limited Liability
Company Agreements and Bylaws


 


[See attached]


 






    Exhibit F


 


    


    

 



EXHIBIT D


to the Closing Certificate


 


Certificates of Formation
and Certificates of Incorporation


 


[See attached]


 






    Exhibit F


 


    


    

 


EXHIBIT E


to the Closing Certificate


 


Good Standing Certificates


 


[See attached]


 






    Exhibit F


 


    


    

 


EXHIBIT G-1


TO THE CREDIT
AGREEMENT


 


FORM OF PROMISSORY
NOTE


(REVOLVING CREDIT
LOANS AND SWINGLINE LOANS)


 


New York


	$	 	 	 	[_______________],
                                         20[      ]




 


FOR VALUE RECEIVED,
the undersigned, MPH ACQUISITION HOLDINGS LLC, a Delaware corporation (the “Borrower”), hereby unconditionally
promises to pay to the order of [REVOLVING CREDIT LENDER] [SWINGLINE LENDER] or its registered successors or assigns
(the “Lender”), at the Administrative Agent’s Office or such other place as BARCLAYS BANK PLC (the
 “Administrative Agent”) shall have specified, in U.S. Dollars and in immediately available funds, in accordance
with Section 2.5 of the Credit Agreement (as defined below; capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement) on the [Revolving Credit Maturity Date] [Swingline Maturity
Date] the principal amount of $[_____] or, if less, the aggregate unpaid principal amount of all advances made by the Lender to
the Borrower as [Revolving Credit Loans] [Swingline Loans] pursuant to the Credit Agreement. The Borrower further unconditionally
promises to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the
rates per annum and on the dates specified in Section 2.8 of the Credit Agreement.


 


This promissory note
(the “Promissory Note”) is one of the promissory notes referred to in Section 13.6 of the Credit Agreement,
dated as of June 7, 2016 (as the same may be amended, supplemented, amended and restated or otherwise modified from time
to time, the “Credit Agreement”), among POLARIS INTERMEDIATE CORP., a Delaware corporation, POLARIS
MERGER SUB CORP., a Delaware corporation, the Co-Obligors from time to time party thereto, the Lenders from time to time party
thereto, BARCLAYS BANK PLC (the “Administrative Agent”), as the Administrative Agent, Collateral Agent,
Swingline Lender and Letter of Credit Issuer, GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent and BANK OF AMERICA,
N.A., CITIBANK, N.A. and UBS AG, STAMFORD BRANCH, as Documentation Agents and the other parties from time to time party
thereto. This Promissory Note is subject to, and the Lender is entitled to the benefits of, the provisions of the Credit Agreement,
and the [Revolving Credit Loans] [Swingline Loans] evidenced hereby are guaranteed and secured as provided therein and in the
other Credit Documents. The [Revolving Credit Loans] [Swingline Loans] evidenced hereby are subject to prepayment prior to the
[Revolving Credit Maturity Date] [Swingline Maturity Date], in whole or in part, as provided in the Credit Agreement.


 


All parties now and
hereafter liable with respect to this Promissory Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive diligence, presentment, demand, protest and notice of any kind whatsoever in connection with this Promissory Note. No failure
to exercise and no delay in exercising, on the part of the Administrative Agent or the Lender, any right, remedy, power or privilege
hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. A waiver by the Administrative Agent or the Lender of any right, remedy, power or privilege
hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that the Administrative
Agent or the Lender would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided
by law.


 






    Exhibit G-1


 


    


    

 


All payments in respect
of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of
this Promissory Note and such Person shall be treated as the Lender hereunder for all purposes of the Credit Agreement.


 






    Exhibit G-1


 


    


    

 


THIS PROMISSORY NOTE
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.


 


	 	MPH
    ACQUISITION HOLDINGS LLC
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






    Exhibit G-1


 


    


    

 


EXHIBIT G-2


TO THE CREDIT
AGREEMENT


 


FORM OF PROMISSORY
NOTE


(INITIAL TERM LOANS)


 


New York





	$	 	 	 	[_____________],
                                         20[       ]




 


FOR VALUE RECEIVED,
the undersigned, MPH ACQUISITION HOLDINGS LLC, a Delaware corporation (the “Borrower”), hereby unconditionally
promises to pay to the order of [Lender] or its registered successors or assigns (the “Lender”), at the Administrative
Agent’s Office or such other place BARCLAYS BANK PLC (the “Administrative Agent”) shall have specified,
in U.S. Dollars and in immediately available funds, in accordance with Section 2.5 of the Credit Agreement (as defined
below; capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement)
on the Initial Term Loan Maturity Date, the principal amount of $[     ] or, if less, the aggregate unpaid
principal amount of all Initial Term Loans, if any, made by the Lender to the Borrower pursuant to the Credit Agreement. The Borrower
further unconditionally promises to pay interest in like money at such office on the unpaid principal amount hereof from time
to time outstanding at the rates per annum and on the dates specified in Section 2.8 of the Credit Agreement.


 


This promissory note
(the “Promissory Note”) is one of the promissory notes referred to in Section 13.6 of the Credit Agreement,
dated as of June 7, 2016 (as the same may be amended, supplemented, amended and restated or otherwise modified from time
to time, the “Credit Agreement”), among POLARIS INTERMEDIATE CORP., a Delaware corporation, POLARIS
MERGER SUB CORP., a Delaware corporation, the Co-Obligors from time to time party thereto, the Lenders from time to time party
thereto, BARCLAYS BANK PLC (the “Administrative Agent”), as the Administrative Agent, Collateral Agent,
Swingline Lender and Letter of Credit Issuer, GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent and BANK OF AMERICA,
N.A., CITIBANK, N.A. and UBS AG, STAMFORD BRANCH, as Documentation Agents and the other parties from time to time party
thereto. This Promissory Note is subject to, and the Lender is entitled to the benefits of, the provisions of the Credit Agreement,
and the Initial Term Loans evidenced hereby are guaranteed and secured as provided therein and in the other Credit Documents.
The Initial Term Loans evidenced hereby are subject to prepayment prior to the Initial Term Loan Maturity Date, in whole or in
part, as provided in the Credit Agreement.


 


All parties now and
hereafter liable with respect to this Promissory Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive diligence, presentment, demand, protest and notice of any kind whatsoever in connection with this Promissory Note. No failure
to exercise and no delay in exercising, on the part of the Administrative Agent or the Lender, any right, remedy, power or privilege
hereunder or under the Credit Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. A waiver by the Administrative Agent or the Lender of any right, remedy, power or privilege
hereunder or under any Credit Document on any one occasion shall not be construed as a bar to any right or remedy that the Administrative
Agent or the Lender would otherwise have on any future occasion. The rights, remedies, powers and privileges herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any rights, remedies, powers and privileges provided
by law.


 


All payments in respect
of the principal of and interest on this Promissory Note shall be made to the Person recorded in the Register as the holder of
this Promissory Note, as described more fully in Section 2.5(e) of
the Credit Agreement, and such Person shall be treated as the Lender hereunder for all purposes of the Credit Agreement.


 






    Exhibit G-2


 


    


    

 


THIS PROMISSORY NOTE
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.


 






    Exhibit G-2


 


    


    

 


	 	MPH
    ACQUISITION HOLDINGS LLC
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 





 






    Exhibit G-2


 


    


    

 


EXHIBIT H-1


TO THE CREDIT AGREEMENT


 


FORM OF EQUAL
PRIORITY INTERCREDITOR AGREEMENT


 


EQUAL PRIORITY INTERCREDITOR
AGREEMENT


 


among


 


[MPH ACQUISITION CORP
1]


as Holdings,


 


[MPH ACQUISITION HOLDINGS
LLC],


as the Borrower,


 


and the other Grantors
party hereto,


 


BARCLAYS BANK PLC,


as Credit Agreement
Collateral Agent


 


BARCLAYS BANK PLC,


as Authorized Representative
for the Credit Agreement Secured Parties,


 


and


 


each additional Authorized
Representative from time to time party hereto


 


dated as of [   ]


 






    Exhibit H-1-1
 


     


    





 


EQUAL
PRIORITY INTERCREDITOR AGREEMENT, dated as of [   ] (this “Agreement”), among [MPH ACQUISITION
CORP 1], a Delaware [corporation] (or any successor thereof), [MPH ACQUISITION HOLDINGS LLC], a Delaware [limited liability company],
the other Grantors (as defined below) party hereto, BARCLAYS BANK PLC (“Barclays”), as collateral agent for
the Credit Agreement Secured Parties, the Initial Additional Credit Agreement Secured Parties and Additional Credit Agreement
Secured Parties (each, as defined below) (in such capacity and together with its successors in such capacity, the “Credit
Agreement Collateral Agent”), Barclays, as Authorized Representative for the Credit Agreement Secured Parties (as each
such term is defined below) and each additional Authorized Representative from time to time party hereto for the other Additional
Secured Parties of the Series (as defined below) with respect to which it is acting in such capacity.


 


In consideration of
the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Collateral Agent, the Administrative Agent (for itself and on behalf of the Credit Agreement Secured Parties)
and each additional Authorized Representative (for itself and on behalf of the Additional Secured Parties of the applicable Series)
agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01 Certain
Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Credit Agreement
or, if defined in the New York UCC, the meanings specified therein. As used in this Agreement, the following terms have the meanings
specified below:


 


“Additional Class Debt”
has the meaning assigned to such term in Section 5.13.


 


“Additional Class Debt
Parties” has the meaning assigned to such term in Section 5.13.


 


“Additional
Class Debt Representative” has the meaning assigned to such term in Section 5.13.


 


“Additional
Collateral Agent” means the collateral agent for the Additional Secured Parties, other than the Initial Additional Secured
Parties and the Additional Credit Agreement Secured Parties, together with its successors in such capacity.


 


“Additional
Credit Agreement Obligations” means “Additional First Lien Obligations” as such term is defined in the Credit
Agreement Security Agreement (which for the avoidance of doubt shall not include any Initial Additional Credit Agreement Obligations).


 


“Additional
Credit Agreement Secured Party” means the holders of any Additional Credit Agreement Obligations and any Authorized
Representative with respect thereto.


 


“Additional
Documents” means, with respect to the Initial Additional Obligations or any Series of Additional Class Debt,
the notes, credit agreements, loan agreements, note purchase agreements, indentures, security documents and other operative agreements
evidencing or governing such indebtedness and liens securing such indebtedness, including the Initial Additional Security Documents
and the Additional Security Documents and each other agreement entered into for the purpose of securing the Initial Additional
Obligations or any Series of Additional Class Debt; provided that, in each case, the Indebtedness thereunder
(other than the Initial Additional Obligations) has been designated as Additional Obligations pursuant to Section 5.13
hereto.


 






    Exhibit H-1-2
 


     


    

 


“Additional
Obligations” shall mean the Additional Credit Agreement Obligations and all advances to, and debts, liabilities, obligations,
covenants and duties of, any Grantor arising under any Additional Documents relating to any Series of Additional Class Debt
relating to Indebtedness Incurred by, or provided to, the Borrower and/or any other Credit Party, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against any Grantor of any proceeding under any Bankruptcy Law naming such Person
as the debtor in such proceeding (or that would accrue but for the operation of applicable Bankruptcy Law), regardless of whether
such interest and fees are allowed claims in such proceeding, in each case, that have been designated as Additional Obligations
pursuant to and in accordance with Section 5.13(ii).


 


“Additional
Secured Party” means the holders of any Additional Obligations and any Authorized Representative and Collateral Agent
with respect thereto, and shall include the Initial Additional Secured Parties.


 


“Additional
Security Documents” means any security agreement or any other document now existing or entered into after the date hereof
that create Liens on any assets or properties of any Grantor to secure the Additional Obligations.


 


“Administrative
Agent” has the meaning assigned to such term in the definition of “Credit Agreement”.


 


“Agreement”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Applicable
Authorized Representative” means, with respect to any Shared Collateral, (a) until the earlier of (i) the
Discharge of Credit Agreement Obligations and (ii) the Non-Controlling Authorized Representative Enforcement Date, the Administrative
Agent and (b) from and after the earlier of (i) the Discharge of Credit Agreement Obligations and (ii) the Non-Controlling
Authorized Representative Enforcement Date, the Major Non-Controlling Authorized Representative.


 


“Applicable
Collateral Agent” means at any time, the Collateral Agent with respect to the Series of Obligations represented
by the Authorized Representative that is the Applicable Authorized Representative at such time.


 


“Authorized
Representative” means, at any time, (a) in the case of any Credit Agreement Obligations or the Credit Agreement
Secured Parties, the Administrative Agent, (b) in the case of the Initial Additional Obligations or the Initial Additional
Secured Parties, the Initial Additional Authorized Representative, and (c) in the case of any other Series of Additional
Obligations or Additional Secured Parties that become subject to this Agreement after the date hereof, the Authorized Representative
named for such Series in the applicable Joinder Agreement.


 


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


 


“Bankruptcy Code”
means Title 11 of the United States Code, as amended.


 


“Bankruptcy
Law” means the Bankruptcy Code and any other federal, state or foreign law, including common law, from time to time
in effect in respect of voluntary or involuntary insolvency, liquidation, dissolution, wind-up, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, reorganization, or debtor relief.


 






    Exhibit H-1-3
 


     


    

 


“Barclays”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Borrower”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Collateral”
means all assets and properties subject to Liens created pursuant to any Security Document to secure one or more Series of
Obligations.


 


“Collateral
Agent” means (a) in the case of any Credit Agreement Obligations, any Initial Additional Credit Agreement Obligations
and any Additional Credit Agreement Obligations, the Credit Agreement Collateral Agent, (b) in the case of the Initial Additional
Obligations, other than Initial Additional Credit Agreement Obligations, the Initial Additional Collateral Agent, and (c) in
the case of the Additional Obligations, other than Additional Credit Agreement Obligations, the Additional Collateral Agent.


 


“Controlling
Secured Parties” means, with respect to any Shared Collateral, (a) at any time when the Credit Agreement Collateral
Agent is the Applicable Collateral Agent, the Credit Agreement Secured Parties and (b) at any other time, the Series of
Secured Parties whose Authorized Representative is the Applicable Authorized Representative for such Shared Collateral.


 


“Credit Agreement”
means that certain Credit Agreement, dated as of June 7, 2016, among Holdings, the Borrower, the lenders from time to time
party thereto, Barclays, as administrative agent (in such capacity, the “Administrative Agent”), and the other
parties thereto.


 


“Credit Agreement
Collateral Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Credit Agreement
Collateral Documents” means the Security Agreement and Pledge Agreement (each, as defined in the Credit Agreement),
the other Security Documents (as defined in the Credit Agreement) and each other agreement entered into in favor of the Credit
Agreement Collateral Agent for the purpose of securing any Credit Agreement Obligations.


 


“Credit Agreement
Obligations” means “Obligations” as defined in the Credit Agreement.


 


“Credit Agreement
Secured Parties” means the “Secured Parties” as defined in the Credit Agreement.


 


“Credit Agreement
Security Agreement” means the Security Agreement dated as of June 7, 2016 among the Credit Agreement Collateral
Agent and the Grantors party thereto.


 


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


 


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


 


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


 






    Exhibit H-1-4
 


     


    

 


“Discharge”
means, with respect to any Shared Collateral and any Series of Obligations, the date on which such Series of Obligations
is no longer secured by such Shared Collateral. The term “Discharged” shall have a corresponding meaning.


 


“Discharge
of Credit Agreement Obligations” means, with respect to any Shared Collateral, the Discharge of the Credit Agreement
Obligations with respect to such Shared Collateral; provided that the Discharge of Credit Agreement Obligations shall not
be deemed to have occurred in connection with a Refinancing of such Credit Agreement Obligations with additional Obligations secured
by such Shared Collateral under an Additional Document that has been designated in writing by the Administrative Agent (under
the Credit Agreement so Refinanced) to the Initial Additional Collateral Agent or Additional Collateral Agent and each other Authorized
Representative as the “Credit Agreement” for purposes of this Agreement.


 


“Event of Default”
means an “Event of Default” (or similarly defined term) as defined in any Secured Credit Document.


 


“Grantors”
means the Borrower, Holdings, and each of the other Guarantors (as defined in the Credit Agreement) and each other Subsidiary
of the Borrower that has granted a security interest pursuant to any Security Document to secure any Series of Obligations.
The Grantors existing on the date hereof are set forth in Annex I hereto.


 


“Holdings”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Impairment”
has the meaning assigned to such term in Section 1.03.


 


“Initial Additional
Authorized Representative” means, in the case of any Initial Additional Obligations or Initial Additional Secured Parties
that are subject to this Agreement on the date hereof, [ ].


 


“Initial Additional
Collateral Agent” means the collateral agent for the Initial Additional Secured Parties, together with its successors
in such capacity.


 


“Initial Additional
Credit Agreement Obligations” means Additional Credit Agreement Obligations existing as at the date hereof, if any.


 


“Initial Additional
Credit Agreement Secured Party” means the holders of any Initial Additional Credit Agreement Obligations and any Authorized
Representative with respect thereto.


 


“Initial Additional
Obligations” shall mean the Initial Additional Credit Agreement Obligations and all advances to, and debts, liabilities,
obligations, covenants and duties of, any Grantor arising under any Additional Documents relating to Indebtedness Incurred by,
or provided to, the Borrower and/or any other Credit Party, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after
the commencement by or against any Grantor of any proceeding under any Bankruptcy Law naming such Person as the debtor in such
proceeding (or that would accrue but for the operation of applicable Bankruptcy Law), regardless of whether such interest and
fees are allowed claims in such proceeding, in each case, to the extent, but only to the extent permitted by the provisions of
the Credit Agreement and the Additional Documents to be Incurred and secured by Liens on the Shared Collateral on a priority basis
that is equal to the Liens on the Shared Collateral securing the Credit Agreement Obligations.


 






    Exhibit H-1-5
 


     


    

 


“Initial Additional
Secured Party” means the holders of any Initial Additional Obligations and any Authorized Representative and Collateral
Agent with respect thereto.


 


“Initial Additional
Security Documents” means any security agreement or any other document now existing or entered into after the date hereof
that create Liens on any assets or properties of any Grantor to secure the Initial Additional Obligations.


 


“Insolvency or Liquidation
Proceeding” means:


 


(1)            any
case or other proceeding commenced by or against the Borrower or any other Grantor under any Bankruptcy Law, any other proceeding
for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Borrower or any other
Grantor, any receivership or assignment for the benefit of creditors relating to the Borrower or any other Grantor or any similar
case or proceeding relative to the Borrower or any other Grantor or its creditors, as such, in each case whether or not voluntary;


 


(2)            any
liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Borrower or any other
Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or


 


(3)            any
other proceeding of any type or nature in which substantially all claims of creditors of the Borrower or any other Grantor are
determined and any payment or distribution is or may be made on account of such claims.


 


“Intervening Creditor”
has the meaning assigned to such term in Section 2.01(a).


 


“Joinder Agreement”
means a joinder to this Agreement in the form of Annex II hereof required to be delivered by an Authorized Representative
to each Collateral Agent and each Authorized Representative pursuant to Section 5.13 hereof in order to establish
an additional Series of Additional Obligations and add Additional Secured Parties (other than Initial Additional Secured
Parties) hereunder.


 


“Lien”
means any mortgage, pledge, deed of trust, security interest, hypothecation, assignment, lien (statutory or other) or similar
encumbrance, and any easement, right-of-way, license, restriction (including zoning restrictions), defect, exception or irregularity
in title or similar charge or encumbrance (including any agreement to give any of the foregoing, any conditional sale or other
title retention agreement or any lease in the nature thereof); provided that in no event shall a straight-line or operating
lease be deemed to be a Lien.


 


“Major Non-Controlling
Authorized Representative” means, with respect to any Shared Collateral, the Authorized Representative of the Series of
Additional Obligations or Initial Additional Obligations that constitutes the largest outstanding principal amount of any then
outstanding Series of Obligations with respect to such Shared Collateral; provided, however, that if there are two
outstanding Series of Additional Obligations or Initial Additional Obligations (as the case may be) which have an equal outstanding
principal amount, the Series of Additional Obligations or Initial Additional Obligations (as the case may be) with the earlier
maturity date shall be considered to have the larger outstanding principal amount for purposes of this definition.


 


“New York UCC”
means the Uniform Commercial Code as from time to time in effect in the State of New York.


 






    Exhibit H-1-6
 


     


    

 


“Non-Controlling
Authorized Representative” means, at any time with respect to any Shared Collateral, any Authorized Representative that
is not the Applicable Authorized Representative at such time with respect to such Shared Collateral.


 


“Non-Controlling
Authorized Representative Enforcement Date” means, with respect to any Non-Controlling Authorized Representative, the
date which is 90 days (throughout which 90 day period such Non-Controlling Authorized Representative was the Major Non-Controlling
Authorized Representative) after the occurrence of both (A) an Event of Default (under and as defined in the Additional Document
under which such Non-Controlling Authorized Representative is the Authorized Representative) and (b) each Collateral Agent’s
and each other Authorized Representative’s receipt of written notice from such Non-Controlling Authorized Representative
certifying that (i) such Non-Controlling Authorized Representative is the Major Non-Controlling Authorized Representative
and that an Event of Default (under and as defined in the Additional Document under which such Non-Controlling Authorized Representative
is the Authorized Representative) has occurred and is continuing and (ii) the Additional Obligations or Initial Additional
Obligations of the Series with respect to which such Non-Controlling Authorized Representative is the Authorized Representative
are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms
of the applicable Additional Document; provided that the Non-Controlling Authorized Representative Enforcement Date shall
be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (A) at any time
the Administrative Agent or the Credit Agreement Collateral Agent has commenced and is diligently pursuing any enforcement action
with respect to such Shared Collateral or (B) at any time the Grantor which has granted a security interest in such Shared
Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.


 


“Non-Controlling
Secured Parties” means, with respect to any Shared Collateral, the Secured Parties which are not Controlling Secured
Parties with respect to such Shared Collateral.


 


“Obligations”
means, collectively, (a) the Credit Agreement Obligations, (b) the Initial Additional Obligations, and (c) each
Series of Additional Obligations.


 


“Possessory
Collateral” means any Shared Collateral in the possession of a Collateral Agent (or its agents or bailees), to the extent
that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction. Possessory Collateral includes,
without limitation, any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each case, delivered
to or in the possession of the Collateral Agent under the terms of the Security Documents.


 


“Proceeds”
has the meaning assigned to such term in Section 2.01(a).


 


“Refinance”
means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure,
refund, replace or repay, or to Incur other indebtedness or enter alternative financing arrangements, in exchange or replacement
for such indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors,
and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated
and including, in each case, through any credit agreement, indenture or other agreement. “Refinanced” and “Refinancing”
have correlative meanings.


 


“Secured Credit
Document” means (a) the Credit Agreement and each Credit Document (as defined in the Credit Agreement), (b) each
Additional Document with respect to the Initial Additional Obligations, and (c) each Additional Document with respect to
any Series of Additional Class Debt.


 






    Exhibit H-1-7
 


     


    

 


“Secured Parties”
means (a) the Credit Agreement Secured Parties, (b) the Initial Additional Secured Parties with respect to the Initial
Additional Obligations, and (c) the Additional Secured Parties with respect to each Series of Additional Obligations.


 


“Security Documents”
means, collectively, (a) the Credit Agreement Collateral Documents, (b) the Initial Additional Security Documents, and
(c) the Additional Security Documents.


 


“Series”
means (a) with respect to the Secured Parties, each of (i) the Credit Agreement Secured Parties (in their capacities
as such), (ii) the Initial Additional Secured Parties (in their capacities as such), and (iii) the Additional Secured
Parties that become subject to this Agreement after the date hereof that are represented by a common Authorized Representative
(in its capacity as such for such Additional Secured Parties) and (b) with respect to any Obligations, each of (i) the
Credit Agreement Obligations, (ii) the Initial Additional Obligations, and (iii) the Additional Obligations Incurred
pursuant to any Additional Document, which pursuant to any Joinder Agreement, are to be represented hereunder by a common Authorized
Representative (in its capacity as such for such Additional Obligations).


 


“Shared Collateral”
means, at any time, Collateral in which the holders of two or more Series of Obligations hold a valid and perfected security
interest at such time. If more than two Series of Obligations are outstanding at any time and the holders of less than all
Series of Obligations hold a valid and perfected security interest in any Collateral at such time, then such Collateral shall
constitute Shared Collateral for those Series of Obligations that hold a valid security interest in such Collateral at such
time and shall not constitute Shared Collateral for any Series which does not have a valid and perfected security interest
in such Collateral at such time.


 


SECTION 1.02 Terms
Generally. The rules of construction and other interpretive provisions set forth in Sections 1.2, 1.3, 1.5, 1.6, 1.7,
1.8 and 1.11 of the Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals to this
Agreement..


 


SECTION 1.03 Impairments.
It is the intention of the Secured Parties of each Series that the holders of Obligations of such Series (and not the
Secured Parties of any other Series) bear the risk of (a) any determination by a court of competent jurisdiction that (i) any
of the Obligations of such Series are unenforceable under Applicable Law or are subordinated to any other obligations (other
than another Series of Obligations), (ii) any of the Obligations of such Series do not have an enforceable security
interest in any of the Collateral securing any other Series of Obligations and/or (iii) any intervening security interest
exists securing any other obligations (other than another Series of Obligations) on a basis ranking prior to the security
interest of such Series of Obligations but junior to the security interest of any other Series of Obligations or (b) the
existence of any Collateral for any other Series of Obligations that is not Shared Collateral (any such condition referred
to in the foregoing clauses (a) or (b) with respect to any Series of Obligations, an “Impairment”
of such Series); provided, that the existence of a maximum claim with respect to any real property subject to a mortgage
which applies to all Obligations shall not be deemed to be an Impairment of any Series of Obligations. In the event of any
Impairment with respect to any Series of Obligations, the results of such Impairment shall be borne solely by the holders
of such Series of Obligations, and the rights of the holders of such Series of Obligations (including, without limitation,
the right to receive distributions in respect of such Series of Obligations pursuant to Section 2.01) set forth
herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the
Series of such Obligations subject to such Impairment. Additionally, in the event the Obligations of any Series are
modified pursuant to Applicable Law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any
equivalent provision of any other Bankruptcy Law), any reference to such Obligations or the Security Documents governing such
Obligations shall refer to such obligations or such documents as so modified.


 






    Exhibit H-1-8
 


     


    

 


ARTICLE II


 


Priorities and
Agreements with Respect to Shared Collateral


 


SECTION 2.01 Priority of
Claims.


 


(a)            Anything
contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.03),
if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent or any Secured Party is taking action
to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any
Bankruptcy Case of Holdings, the Borrower or any other Grantor or any Secured Party receives any payment pursuant to any intercreditor
agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation
of any such Collateral by any Secured Party or received by the Applicable Collateral Agent or any Secured Party pursuant to any
such intercreditor agreement with respect to such Shared Collateral and proceeds of any such distribution (subject, in the case
of any such distribution, to the sentence immediately following) to which the Obligations are entitled under any intercreditor
agreement (other than this Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and
all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied (i) FIRST,
to the payment in full in cash of all amounts owing to each Collateral Agent (in its capacity as such) pursuant to the terms of
any Secured Credit Document, (ii) SECOND, subject to Section 1.03, to the payment in full in cash of the Obligations
of each Series on a ratable basis, with such Proceeds to be applied to the Obligations of a given Series in accordance
with the terms of the applicable Secured Credit Documents and (iii) THIRD, after payment in full in cash of all Obligations,
to the Borrower and the other Grantors or their successors or assigns, as their interests may appear, or to whosoever may be lawfully
entitled to receive the same, or as a court of competent jurisdiction may direct. If, despite the provisions of this Section 2.01(a),
any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Obligations
to which it is then entitled in accordance with this Section 2.01(a), such Secured Party shall hold such payment or recovery
in trust for the benefit of all Secured Parties for distribution in accordance with this Section 2.01(a). Notwithstanding
the foregoing, with respect to any Shared Collateral for which a third party (other than a Secured Party) has a lien or security
interest that is junior in priority to the security interest of any Series of Obligations but senior (as determined by appropriate
legal proceedings in the case of any dispute) to the security interest of any other Series of Obligations (such third party,
an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening
Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the
Series of Obligations with respect to which such Impairment exists.


 


(b)            It
is acknowledged that the Obligations of any Series may, subject to the limitations set forth in the then extant Secured Credit
Documents and subject to Section 2.08, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid,
refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or
the provisions of this Agreement defining the relative rights of the Secured Parties of any Series.


 


(c)            Notwithstanding
the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Obligations
granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any
other Applicable Law or the Secured Credit Documents or any defect or deficiencies in the Liens securing the Obligations of any
Series or any other circumstance whatsoever (but, in each case, subject to Section 1.03), each Secured Party hereby
agrees that the Liens securing each Series of Obligations on any Shared Collateral shall be of equal priority.


 






    Exhibit H-1-9
 


     


    

 


SECTION 2.02 Actions
with Respect to Shared Collateral; Prohibition on Contesting Liens.


 


(a)            Only
the Applicable Collateral Agent shall act or refrain from acting with respect to any Shared Collateral (including with respect
to any intercreditor agreement with respect to any Shared Collateral). At any time when the Credit Agreement Collateral Agent
is the Applicable Collateral Agent, no Additional Secured Party shall or shall instruct any Collateral Agent to, commence any
judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official
appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise
take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any
Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), whether under
any Additional Security Document, Applicable Law or otherwise, it being agreed that only the Credit Agreement Collateral Agent
or any person authorized by it, acting in accordance with the Credit Agreement Collateral Documents, shall be entitled to take
any such actions or exercise any such remedies with respect to Shared Collateral at such time.


 


(b)            With
respect to any Shared Collateral at any time when the Additional Collateral Agent or the Initial Additional Collateral Agent is
the Applicable Collateral Agent, (i) the Applicable Collateral Agent shall act only on the instructions of the Applicable
Authorized Representative, (ii) the Applicable Collateral Agent shall not follow any instructions with respect to such Shared
Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling
Authorized Representative (or any other Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling
Authorized Representative or other Secured Party (other than the Applicable Authorized Representative) shall or shall instruct
the Applicable Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have
a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise
any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon,
or take any other action available to it in respect of, any Shared Collateral (including with respect to any intercreditor agreement
with respect to any Shared Collateral), whether under any Security Document, Applicable Law or otherwise, it being agreed that
only the Applicable Collateral Agent, acting on the instructions of the Applicable Authorized Representative and in accordance
with the Additional Security Documents or Initial Additional Security Documents (as applicable), shall be entitled to take any
such actions or exercise any such remedies with respect to Shared Collateral.


 


(c)            Notwithstanding
the equal priority of the Liens securing each Series of Obligations, the Applicable Collateral Agent (in the case of the
Additional Collateral Agent or the Initial Additional Collateral Agent, acting on the instructions of the Applicable Authorized
Representative) may deal with the Shared Collateral as if such Applicable Collateral Agent had a senior Lien on such Collateral.
No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure
proceeding or action brought by the Applicable Collateral Agent, the Applicable Authorized Representative or the Controlling Secured
Party or any other exercise by the Applicable Collateral Agent, the Applicable Authorized Representative or the Controlling Secured
Party of any rights and remedies relating to the Shared Collateral, or to cause the Applicable Collateral Agent to do so. The
foregoing shall not be construed to limit the rights and priorities of any Secured Party, the Applicable Collateral Agent or any
Authorized Representative with respect to any Collateral not constituting Shared Collateral.


 


(d)            Each
of the Secured Parties agrees that it will not (and hereby waives any right to) question or contest or support any other Person
in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity, attachment
or enforceability of a Lien held by or on behalf of any of the Secured Parties in all or any part of the Collateral, or the provisions
of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral
Agent or any Authorized Representative to enforce this Agreement.


 






    Exhibit H-1-10
 


     


    

 


SECTION 2.03 No Interference;
Payment Over.


 


(a)            Each
Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any Obligations
of any Series or any Security Document or the validity, attachment, perfection or priority of any Lien under any Security
Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement;
(ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder
or delay, in any manner, whether by judicial proceedings or otherwise, any Disposition of the Shared Collateral by the Applicable
Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Applicable
Collateral Agent or any other Secured Party to exercise any right, remedy or power with respect to any Shared Collateral (including
pursuant to any intercreditor agreement) or (B) consent to the exercise by the Applicable Collateral Agent or any other Secured
Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit, Insolvency
or Liquidation Proceeding or any other proceeding any claim against the Applicable Collateral Agent or any other Secured Party
seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral,
and none of the Applicable Collateral Agent, any Applicable Authorized Representative or any other Secured Party shall be liable
for any action taken or omitted to be taken by the Applicable Collateral Agent, such Applicable Authorized Representative or other
Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not
seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition
of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to
challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to
prevent or impair the rights of any of the Applicable Collateral Agent or any other Secured Party to enforce this Agreement.


 


(b)            Each
Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment
in respect of any such Shared Collateral, pursuant to any Security Document or by the exercise of any rights available to it under
Applicable Law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to
any intercreditor agreement), at any time prior to the Discharge of each of the Obligations, then it shall hold such Shared Collateral,
proceeds or payment in trust for the other Secured Parties and promptly transfer such Shared Collateral, proceeds or payment,
as the case may be, to the Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01
hereof.


 


SECTION 2.04 Automatic Release
of Liens.


 


(a)            If,
at any time the Applicable Collateral Agent forecloses upon or otherwise exercises remedies against any Shared Collateral resulting
in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens
in favor of the other Collateral Agent for the benefit of each Series of Secured Parties upon such Shared Collateral will
automatically be released and discharged as and when, but only to the extent, such Liens of the Applicable Collateral Agent on
such Shared Collateral are released and discharged; provided that any proceeds of any Shared Collateral realized therefrom
shall be applied pursuant to Section 2.01.


 






    Exhibit H-1-11
 


     


    





 


(b)            Each
Collateral Agent and Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all
such authorizations and other instruments as shall reasonably be requested by the Applicable Collateral Agent to evidence and
confirm any release of Shared Collateral provided for in this Section 2.04.


 


SECTION 2.05 Certain
Agreements with Respect to Insolvency or Liquidation Proceedings.


 


(a)            This
Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code
or any other Bankruptcy Law, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law by or
against Holdings, the Borrower or any of its Subsidiaries.


 


(b)            If
Holdings, the Borrower and/or any other Grantor shall become subject to a case or other proceedings under the Bankruptcy Code
or any other Bankruptcy Law (a “Bankruptcy Case”) and shall, as debtor(s)-in-possession, move for approval
of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”)
under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use of cash collateral
under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, each Secured Party (other
than any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees that it will raise no
objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”)
or to any use of cash collateral that constitutes Shared Collateral, unless the Authorized Representative of any Controlling Secured
Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to
the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling
Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same
terms as the Liens of the Controlling Secured Parties (other than any Liens of any Secured Parties constituting DIP Financing
Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank equal in priority with the Liens
on any such Shared Collateral granted to secure the Obligations of the Controlling Secured Parties, each Non-Controlling Secured
Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the
Secured Parties of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders,
including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the
other Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement
of the Bankruptcy Case, (B) the Secured Parties of each Series are granted Liens on any additional collateral pledged
to any Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with
the same priority vis-à-vis the Secured Parties (other than any Liens of the Secured Parties constituting DIP Financing
Liens) as set forth in this Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any
of the Obligations, such amount is applied pursuant to Section 2.01, and (D) if any Secured Parties are granted adequate
protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds
of such adequate protection are applied pursuant to Section 2.01; provided that the Secured Parties of each Series shall
have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the
Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral; and provided,
further, that the Secured Parties receiving adequate protection shall not object to any other Secured Party receiving adequate
protection comparable to any adequate protection granted to such Secured Parties in connection with a DIP Financing or use of
cash collateral.


 






    Exhibit H-1-12
 


     


    







 


SECTION 2.06 Reinstatement.
In the event that any of the Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever
reason (including an order or judgment for disgorgement of a preference under any Bankruptcy Law, or any similar law, or the settlement
of any claim in respect thereof), be required to be returned or repaid, the terms and conditions of this Article II shall
be fully applicable thereto until all such Obligations shall again have been paid in full in cash.


 


SECTION 2.07 Insurance.
As between the Secured Parties, the Applicable Collateral Agent (and in the case of the Additional Collateral Agent, acting at
the direction of the Applicable Authorized Representative) shall have the right to adjust or settle any insurance policy or claim
covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation
or similar proceeding affecting the Shared Collateral.


 


SECTION 2.08 Refinancings.
The Obligations of any Series may be Refinanced, in whole or in part, in each case, without notice to, or the consent (except
to the extent a consent is otherwise required to permit the Refinancing transaction under any Secured Credit Document) of any
Secured Party of any other Series, all without affecting the priorities provided for herein or the other provisions hereof; provided
that the Authorized Representative of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement
on behalf of the holders of such Refinancing indebtedness.


 


SECTION 2.09 Possessory
Collateral Agent as Gratuitous Bailee for Perfection.


 


(a)            The
Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and the Credit Agreement Collateral Agent agrees
to hold any Shared Collateral constituting Possessory Collateral that is part of the Collateral in its possession or control (or
in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other Secured Party and any
assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to
the applicable Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided
that at any time the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the Credit Agreement Collateral
Agent shall, at the request of the Applicable Collateral Agent, promptly deliver all Possessory Collateral to the Applicable Collateral
Agent together with any necessary endorsements (or otherwise allow the Applicable Collateral Agent to obtain control of such Possessory
Collateral). The Borrower shall take such further action as is required to effectuate the transfer contemplated hereby and shall
indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of such transfer except for loss
or damage suffered by such Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith.


 


(b)            The
Applicable Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its
possession, as gratuitous bailee for the benefit of each other Secured Party and any assignee, solely for the purpose of perfecting
the security interest granted in such Possessory Collateral, if any, pursuant to the applicable Security Documents, in each case,
subject to the terms and conditions of this Section 2.09.


 


(c)            The
duties or responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared
Collateral constituting Possessory Collateral as gratuitous bailee for the benefit of each other Secured Party for purposes of
perfecting the Lien held by such Secured Parties therein.


 






    Exhibit H-1-13
 


     


    

 


SECTION 2.10 Amendments
to Security Documents.


 








(a)            Without
the prior written consent of the Credit Agreement Collateral Agent, the Additional Collateral Agent and the Initial Additional
Collateral Agent agree that no Additional Security Document or Initial Additional Security Document may be amended, supplemented
or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Additional
Security Document or new Initial Additional Security Document would be prohibited by, or would require any Grantor to act or refrain
from acting in a manner that would violate, any of the terms of this Agreement.


 


(b)            Without
the prior written consent of the Additional Collateral Agent and the Initial Additional Collateral Agent, the Credit Agreement
Collateral Agent agrees that no Credit Agreement Collateral Document may be amended, supplemented or otherwise modified or entered
into to the extent such amendment, supplement or modification, or the terms of any new Credit Agreement Collateral Document would
be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the terms
of this Agreement.


 


(c)            In
making determinations required by this Section 2.10, each Collateral Agent may conclusively rely on an officer’s certificate
of the Borrower.


 


ARTICLE III


 


Existence
and Amounts of Liens and Obligations


 


SECTION 3.01 Determinations
with Respect to Amounts of Liens and Obligations. Whenever a Collateral Agent or any Authorized Representative shall be required,
in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount
of any Obligations of any Series, or the Shared Collateral subject to any Lien securing the Obligations of any Series, it may
request that such information be furnished to it in writing by each other Authorized Representative or Collateral Agent and shall
be entitled to make such determination or not make any determination on the basis of the information so furnished; provided,
however, that if an Authorized Representative or a Collateral Agent shall fail or refuse reasonably promptly to provide
the requested information, the requesting Collateral Agent or Authorized Representative shall be entitled to make any such determination
by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the
Borrower. Each Collateral Agent and each Authorized Representative may rely conclusively, and shall be fully protected in so relying,
on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court
of competent jurisdiction) and shall have no liability to any Grantor, any Secured Party or any other person as a result of such
determination.


 


ARTICLE IV


 


The
Applicable Collateral Agent


 


SECTION 4.01 Authority.


 


(a)            Notwithstanding
any other provision of this Agreement, nothing herein shall be construed to impose any fiduciary or other duty on any Applicable
Collateral Agent to any Non-Controlling Secured Party or give any Non-Controlling Secured Party the right to direct any Applicable
Collateral Agent, except that each Applicable Collateral Agent shall be obligated to distribute proceeds of any Shared Collateral
in accordance with Section 2.01 hereof.


 






    Exhibit H-1-14
 


     


    







 


(b)            In
furtherance of the foregoing, each Non-Controlling Secured Party acknowledges and agrees that the Applicable Collateral Agent
shall be entitled, for the benefit of the Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral
as provided herein and in the Security Documents, as applicable, for which the Applicable Collateral Agent is the collateral agent
of such Shared Collateral, without regard to any rights to which the Non-Controlling Secured Parties would otherwise be entitled
as a result of the Obligations held by such Non-Controlling Secured Parties. Without limiting the foregoing, each Non-Controlling
Secured Party agrees that none of the Applicable Collateral Agent, the Applicable Authorized Representative or any other Secured
Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral
securing any of the Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or
any other Collateral securing any Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties,
notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds
actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the
Secured Parties waives any claim it may now or hereafter have against any Collateral Agent or the Authorized Representative of
any other Series of Obligations or any other Secured Party of any other Series arising out of (i) any actions which
any Collateral Agent, Authorized Representative or the Secured Parties take or omit to take (including, actions with respect to
the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release
or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim
for all or any part of the Obligations from any account debtor, guarantor or any other party) in accordance with the Security
Documents or any other agreement related thereto or to the collection of the Obligations or the valuation, use, protection or
release of any security for the Obligations, (ii) any election by any Applicable Collateral Agent, any Applicable Authorized
Representative or any holders of Obligations, in any proceeding instituted under the Bankruptcy Code or any other applicable Bankruptcy
Law, of the application of Section 1111(b) of the Bankruptcy Code or any equivalent provision of any other Bankruptcy
Law, or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative expense
priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, by Holdings, the
Borrower or any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Applicable
Collateral Agent shall not accept any Shared Collateral in full or partial satisfaction of any Obligations pursuant to Section 9-620
of the Uniform Commercial Code of any jurisdiction or similar provision of any foreign law, without the consent of each Authorized
Representative representing holders of Obligations for whom such Collateral constitutes Shared Collateral.


 


ARTICLE V


 


Miscellaneous


 


SECTION 5.01 Notices.
All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:


 


		(a)	if to the Credit
                                         Agreement Collateral Agent, to it at:



 


Barclays Bank PLC





745 7th Avenue





24th Floor





New York, NY 10019





Attention: Christine Aharonian





Tel: [____________]


 






    Exhibit H-1-15
 


     


    

 


Electronic mail: [_______________]


 


		(b)	if to the Credit
                                         Agreement Administrative Agent, to it at:



 


Barclays Bank PLC





745 7th Avenue





24th Floor





New York, NY 10019





Attention: Christine Aharonian





Tel: [____________]





Electronic mail: [_______________]


 


		(c)	if to
                                         Holdings, the Borrower or any Grantor, to the Borrower, at its address at:



 


MPH Acquisition Holdings LLC
or MPH Acquisition Corp 1





c/o MultiPlan





535 East Diehl Road





Naperville, IL 60563





Attention: Chief Financial
Officer





Tel: [____________]





Facsimile: [___________________]


 


		(d)	if to the Initial Additional Collateral Agent and the Initial
                                         Additional Authorized Representative, to it at:



 


[    ]


 


		(e)	if to any other Authorized Representative, to it at the address
                                         set forth in the applicable Joinder Agreement.



 


Any party hereto may change its address
or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other
communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given
on the date of receipt (if a Business Day) and on the next Business Day thereafter (in all other cases) if delivered by hand or
overnight courier service or sent by telecopy or on the date five Business Days after dispatch by certified or registered mail
if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 5.01
or in accordance with the latest unrevoked direction from such party given in accordance with this Section 5.01.
As agreed to in writing among each Collateral Agent and each Authorized Representative from time to time, notices and other communications
may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time
by such person.


 


SECTION 5.02 Waivers;
Amendment; Joinder Agreements.


 


(a)            No
failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights
and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section 5.02,
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice
or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other
circumstances.


 






    Exhibit H-1-16
 


     


    

 


(b)            Neither
this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement)
except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent
(and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the
Borrower’s consent or which increases the obligations or reduces the rights of the Borrower or any other Grantor, with the
consent of the Borrower).


 


(c)            Notwithstanding
the foregoing, without the consent of any Secured Party, any Authorized Representative may become a party hereto by execution
and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized
Representative and the Additional Secured Parties that become subject to this Agreement after the date hereof and Additional Obligations
of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the
Additional Security Documents applicable thereto.


 


(d)            Notwithstanding
the foregoing, without the consent of any other Authorized Representative or Secured Party, the Collateral Agents may effect amendments
and modifications to this Agreement to the extent necessary to reflect any Incurrence of any Additional Obligations in compliance
with the Credit Agreement and the other Secured Credit Documents. With respect to any Additional Class Debt that is Incurred
after the Closing Date, the Borrower and each of the other Grantors agrees to take such actions (if any) as may from time to time
reasonably be requested by any Authorized Representative, and enter into such technical amendments, modifications and/or supplements
to this Agreement, the then existing Guarantees and Collateral Documents (or execute and deliver such additional Collateral Documents)
as may from time to time be reasonably requested by such Persons, to ensure that such Additional Class Debt are secured by,
and entitled to the benefits of, the relevant Collateral Documents relating to such Additional Class Debt, and each Secured
Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the applicable Authorized Representative, as
the case may be, to enter into, any such technical amendments, modifications and/or supplements (and additional Collateral Documents).


 


SECTION 5.03 Parties
in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns, as well as the other Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries
of, this Agreement.


 


SECTION 5.04 Survival
of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered
to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.


 


SECTION 5.05 Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature
page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed
counterpart hereof.


 


SECTION 5.06 Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 






    Exhibit H-1-17
 


     


    

 


SECTION 5.07 GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 5.08 Submission
to Jurisdiction Waivers; Consent to Service of Process. Each Collateral Agent and each Authorized Representative, on behalf
of itself and the Secured Parties of the Series for whom it is acting, irrevocably and unconditionally:


 


(a)           submits
for itself and its property in any legal action or proceeding relating to this Agreement and the Security Documents, or for recognition
and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York located
in the Borough of Manhattan, the courts of the United States for the Southern District of New York, and appellate courts from
any thereof;


 


(b)           consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;


 


(c)           agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address
set forth in Section 5.01;


 


(d)           agrees
that nothing herein shall affect the right of any other party hereto (or any Secured Party) to effect service of process in any
other manner permitted by law or shall limit the right of any party hereto (or any Secured Party) to sue in any other jurisdiction;
and


 


(e)           waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 5.08 any special, exemplary, punitive or consequential damages.


 


SECTION 5.09 WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR FOR ANY COUNTERCLAIM THEREIN.


 


SECTION 5.10 Headings.
Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement and
are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


SECTION 5.11 Conflicts.
In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any of the Security
Documents or any of the other Secured Credit Documents, the provisions of this Agreement shall control.







    Exhibit H-1-18
 


     


    

 





SECTION 5.12 Provisions
Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining
the relative rights of the Secured Parties in relation to one another. None of the Borrower, any other Grantor or any other creditor
thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing
in this Agreement (other than Sections 2.04, 2.05, and 2.09) is intended to or will amend, waive or otherwise modify
the provisions of the Credit Agreement or any Additional Documents), and none of the Borrower or any other Grantor may rely on
the terms hereof (other than Sections 2.04, 2.05, 2.09 and Article V). Nothing in this Agreement is intended
to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the Obligations as and when the
same shall become due and payable in accordance with their terms.


 


SECTION 5.13 Additional
Senior Debt. To the extent, but only to the extent permitted by the provisions of the Credit Agreement and the Additional
Documents, the Borrower may Incur additional indebtedness after the date hereof that is permitted by the Credit Agreement and
the Additional Documents to be Incurred and secured by the Shared Collateral on a priority basis that is equal to the Liens on
the Shared Collateral securing the Obligations (such indebtedness referred to as “Additional Class Debt”).
Any such Additional Class Debt may be secured by a Lien on the Shared Collateral on a basis that is equal to the Liens on
the Shared Collateral securing the Obligations, in each case under and pursuant to the Additional Documents, if and subject to
the condition that the Authorized Representative of any such Additional Class Debt (each, an “Additional Class Debt
Representative”), acting on behalf of the holders of such Additional Class Debt (such Authorized Representative
and holders in respect of any Additional Class Debt being referred to as the “Additional Class Debt Parties”),
and, to the extent not already a party hereto, the collateral agent for any such Additional Class Debt, becomes a party to
this Agreement by satisfying the conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph.


 


In order for an Additional
Class Debt Representative and, if applicable, the collateral agent for any such Additional Class Debt, to become a party
to this Agreement,


 


(i)            such
Additional Class Debt Representative, each Collateral Agent, each Authorized Representative and each Grantor shall have executed
and delivered an instrument substantially in the form of Annex II (with such changes as may be reasonably approved by each
Collateral Agent and such Additional Class Debt Representative) pursuant to which (a) such Additional Class Debt
Representative becomes an Authorized Representative hereunder, (b) if applicable, such collateral agent becomes the Additional
Collateral Agent hereunder, and (c) the Additional Class Debt in respect of which such Additional Class Debt Representative
is the Authorized Representative and the related Additional Class Debt Parties become subject hereto and bound hereby;


 


(ii)            the
Borrower shall have (x) delivered to each Collateral Agent true and complete copies of each of the Additional Documents relating
to such Additional Class Debt, certified as being true and correct by an authorized officer of the Borrower and (y) identified
in a certificate of an authorized officer the obligations to be designated as Additional Obligations and the initial aggregate
principal amount or face amount thereof;


 


(iii)           all
filings, recordations and/or amendments or supplements to the Security Documents necessary or desirable in the reasonable judgment
of such Additional Class Debt Representative to confirm and perfect the Liens securing the relevant obligations relating
to such Additional Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations,
acceptable provisions to perform such filings or recordings have been taken in the reasonable judgment of such Additional Class Debt
Representative), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make such payments
have been taken in the reasonable judgment of the Additional Class Debt Representative); and


 






    Exhibit H-1-19
 


     


    

 


(iv)            the
Additional Documents, as applicable, relating to such Additional Class Debt shall provide, in a manner reasonably satisfactory
to each Collateral Agent, that each Additional Class Debt Party with respect to such Additional Class Debt will be subject
to and bound by the provisions of this Agreement in its capacity as a holder of such Additional Class Debt.


 


SECTION 5.14 Agent
Capacities. Except as expressly provided herein or in the Credit Agreement Collateral Documents, Barclays is acting in the
capacity of Authorized Representative solely for the Credit Agreement Secured Parties and in its capacity as Collateral Agent
solely for the Credit Agreement Secured Parties, the Initial Additional Credit Agreement Secured Parties and the Additional Credit
Agreement Secured Parties. Except as expressly set forth herein, none of the Administrative Agent, the Credit Agreement Collateral
Agent, the Initial Additional Collateral Agent or the Additional Collateral Agent shall have any duties or obligations in respect
of any of the Collateral, all of such duties and obligations, if any, being subject to and governed by the applicable Secured
Credit Documents.


 


SECTION 5.15 Integration.
This Agreement together with the other Secured Credit Documents and the Security Documents represents the agreement of each of
the Grantors and the Secured Parties with respect to the subject matter hereof and there are no promises, undertakings, representations
or warranties by any Grantor, the Credit Agreement Collateral Agent, or any other Secured Party relative to the subject matter
hereof not expressly set forth or referred to herein or in the other Secured Credit Documents or the Security Documents.


 


[Signature Pages Follows]


 






    Exhibit H-1-20
 


     


    

 





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





 


	 	BARCLAYS BANK PLC, as Collateral Agent
	 	 
	 	By:	 
	 		Name:
	 		Title:
	 	 	 
	 	BARCLAYS BANK PLC, as Authorized Representative for the Credit Agreement Secured Parties
	 	 	 
	 	By:	 
	 		Name:
	 		Title:
	 	 	 
	 	 	 
	 	[   ], as Initial Additional Collateral Agent
	 	 	 
	 	By:	 
	 		Name:
	 		Title:
	 	 	 
	 	 	 
	 	[    ], as Initial Additional Authorized Representative for the Initial Additional Credit
    Agreement Secured Parties
	 	 	 
	 	By:	 
	 		Name:
	 		Title:


 






    Exhibit H-1-21
 


     


    

 






 


	 	[MPH ACQUISITION CORP 1]
	 	 
	 	 
	 	By:  	 
	 	 	Name:	                     
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	[MPH ACQUISITION HOLDINGS LLC]
	 	 
	 	 
	 	By:  	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	[GRANTORS]
	 	 
	 	 
	 	By:  	 
	 	 	Name:	 
	 	 	Title:	 


 






    Exhibit H-1-22
 


     


    

 


ANNEX I


 


Grantors


 






    Exhibit H-1-23
 


     


    

 


ANNEX II


 


[FORM OF] JOINDER
NO. [   ] dated as of [   ], 20[   ] to the EQUAL PRIORITY INTERCREDITOR AGREEMENT dated
as of [   ] (the “Equal Priority Intercreditor Agreement”), among [MPH ACQUISITION CORP 1],
a Delaware [corporation] (or any successor thereof), [MPH ACQUISITION HOLDINGS LLC], a Delaware [limited liability company],
the other Grantors (as defined below) from time to time party thereto, BARCLAYS BANK PLC (“Barclays”),
as collateral agent for the Credit Agreement Secured Parties under the Security Documents (in such capacity and together with
its successors in such capacity, the “Credit Agreement Collateral Agent”), BARCLAYS BANK PLC, as Authorized
Representative for the Credit Agreement Secured Parties, [[   ], as Additional Collateral Agent], [   ], as
Initial Additional Authorized Representative, and the additional Authorized Representatives from time to time a party thereto.1


 


A.          Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Equal Priority Intercreditor
Agreement.


 


B.          As
a condition to the ability of the Borrower to Incur Additional Obligations and to secure such Additional Class Debt with
the liens and security interests created by the Additional Security Documents, the Additional Class Debt Representative in
respect of such Additional Class Debt is required to become an Authorized Representative, and such Additional Class Debt
and the Additional Class Debt Parties in respect thereof are required to become subject to and bound by, the Equal Priority
Intercreditor Agreement. Section 5.13 of the Equal Priority Intercreditor Agreement provides that such Additional
Class Debt Representative may become an Authorized Representative, and such Additional Class Debt and such Additional
Class Debt Parties may become subject to and bound by the Equal Priority Intercreditor Agreement upon the execution and delivery
by the Authorized Representative of an instrument in the form of this Joinder and the satisfaction of the other conditions set
forth in Section 5.13 of the Equal Priority Intercreditor Agreement. The undersigned Additional Class Debt Representative
(the “New Representative”) are executing this Joinder Agreement in accordance with the requirements of the
Equal Priority Intercreditor Agreement and the Security Documents.


 


Accordingly, each
Collateral Agent, each Authorized Representative and the New Representative agree as follows:


 


SECTION 1.     In
accordance with Section 5.13 of the Equal Priority Intercreditor Agreement, the New Representative by its signature
below becomes an Authorized Representative under, and the related Additional Class Debt and Additional Class Debt Parties
become subject to and bound by, the Equal Priority Intercreditor Agreement with the same force and effect as if the New Representative
had originally been named therein as an Authorized Representative and the New Representative, on its behalf and on behalf of such
Additional Class Debt Parties, hereby agrees to all the terms and provisions of the Equal Priority Intercreditor Agreement
applicable to it as Authorized Representative and to the Additional Class Debt Parties that it represents as Additional Secured
Parties. Each reference to an “Authorized Representative” in the Equal Priority Intercreditor Agreement shall
be deemed to include the New Representative. The Equal Priority Intercreditor Agreement is hereby incorporated herein by reference.


 





 






1          In
the event of (a) a joinder by the Additional Collateral Agent or (b) the Refinancing of the Credit Agreement Obligations,
revise to reflect joinder by the Additional Collateral Agent or a new Credit Agreement Collateral Agent, as applicable.


 






    Exhibit H-1-24
 


     


    

 


SECTION 2.     The
New Representative represents and warrants to each Collateral Agent, each Authorized Representative and the other Secured Parties,
individually, that (i) it has full power and authority to enter into this Joinder, in its capacity as [agent] [trustee] under
[describe Additional Document, (ii) this Joinder has been duly authorized, executed and delivered by it and constitutes its
legal, valid and binding obligation, enforceable against it in accordance with its terms and (iii) the Additional Documents
relating to such Additional Class Debt provide that, upon the New Representative’s entry into this Agreement, the Additional
Class Debt Parties in respect of such Additional Class Debt will be subject to and bound by the provisions of the Equal
Priority Intercreditor Agreement as Additional Secured Parties.


 


SECTION 3.     This
Joinder may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Joinder shall become effective when each Collateral Agent shall have received a counterpart
of this Joinder that bears the signatures of the New Representative. Delivery of an executed signature page to this Joinder
by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Joinder.


 


SECTION 4.     Except
as expressly supplemented hereby, the Equal Priority Intercreditor Agreement shall remain in full force and effect.


 


SECTION 5.     THIS
JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 6.     In
case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in any respect,
no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or
unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Equal Priority
Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close
as possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 7.     All
communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Equal Priority
Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at its address
set forth below its signature hereto.


 


SECTION 8.     The
Borrower agrees to reimburse each Collateral Agent and each Authorized Representative for its reasonable and documented or invoiced
out-of-pocket expenses in connection with this Joinder, including the reasonable fees, other charges and disbursements of one
firm of counsel.


 


[Signature
Page Follows]


 






    Exhibit H-1-25
 


     


    

 


IN WITNESS WHEREOF,
the New Representative has duly executed this Joinder to the Equal Priority Intercreditor Agreement as of the day and year first
above written.


 


	 	[NAME OF NEW REPRESENTATIVE], as [   ] for the holders of [    ],
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for notices:
	 	 
	 	attention of:	 
	 	Telecopy:	 



 






    Exhibit H-1-26
 


     


    

 


	Acknowledged by:	 
	 	 	 	 
	BARCLAYS BANK PLC,	 
	as the Credit Agreement Collateral
    Agent and Authorized Representative,	 
	 	 	 	 
	 	 	 	 
	By:  	               	 
	 	Name:	                      	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	[              ],	 
	as [the Additional Collateral Agent
    and] Initial Additional Authorized Representative,
	 	 	 	 
	By:  	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	[OTHER AUTHORIZED REPRESENTATIVES]	 
	 	 	 	 
	 	 	 	 
	[MPH ACQUISITION CORP 1],	 
	as Holdings	 
	 	 	 	 
	 	 	 	 
	By:  	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	[MPH ACQUISITION HOLDINGS LLC],	 
	as Borrower	 
	 	 	 	 
	 	 	 	 
	By:  	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	 	 	 	 
	THE OTHER GRANTORS LISTED ON SCHEDULE
    I HERETO	 
	 	 	 	 
	 	 	 	 
	By:  	 	 
	 	Name:	 
	 	Title:	 
	 	 	 	 


 






    Exhibit H-1-27
 


     


    

 


ANNEX II


Schedule I to the


Supplement to the


Equal Priority Intercreditor
Agreement


 


Grantors


 






    Exhibit H-1


     


    

 


EXHIBIT H-2


TO THE CREDIT AGREEMENT


 


FORM OF JUNIOR
PRIORITY INTERCREDITOR AGREEMENT


 


JUNIOR PRIORITY INTERCREDITOR
AGREEMENT


 


Among


 


[MPH ACQUISITION CORP
1]


as Holdings,


 


[MPH ACQUISITION HOLDINGS
LLC],


as the Borrower,


 


and the other Grantors
party hereto,


 


BARCLAYS BANK PLC,


as Senior Priority
Representative for the First Lien Credit Agreement Secured Parties,


 


[___],


as Second Priority
Representative for the Second Lien Secured Parties,


 


and


 


each additional Representative
from time to time party hereto


 


dated as of [___]


 






    Exhibit H-2-1
 


     


    

 


JUNIOR
PRIORITY INTERCREDITOR AGREEMENT dated as of [_____] (this “Agreement”), among [MPH
ACQUISITION CORP 1], a Delaware [corporation] (or any successor thereof), [MPH ACQUISITION
HOLDINGS LLC], a Delaware [limited liability company], the other Grantors (as defined below) party hereto, BARCLAYS
BANK PLC (“Barclays”) as Representative for the First Lien Credit Agreement Secured Parties (in such
capacity and together with its successors in such capacity, the “First Lien Collateral Agent”), [___] as Representative
for the Second Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Second
Lien Agent”), and each additional Senior Priority Representative and Second Priority Representative that from time to
time becomes a party hereto pursuant to Section 8.09.


 


In consideration of
the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the First Lien Collateral Agent (for itself and on behalf of the First Lien Credit Agreement Secured Parties), the
Second Lien Agent (for itself and on behalf of the Second Lien Secured Parties) and each additional Senior Priority Representative
(for itself and on behalf of the Additional Senior Secured Parties under the applicable Additional Senior Priority Debt Facility)
and each additional Second Priority Representative (for itself and on behalf of the Additional Second Priority Secured Parties
under the applicable Additional Second Priority Debt Facility) agree as follows:


 


ARTICLE 1


Definitions


 


SECTION 1.01.
Certain Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings set forth in the First
Lien Credit Agreement or, if defined in the New York UCC, the meanings specified
therein. As used in this Agreement, the following terms have the meanings specified below:


 


“Additional
Second Priority Debt” means any Indebtedness that is Incurred or guaranteed by the Borrower, Holdings and/or any other
Guarantor (other than Indebtedness constituting Second Lien Obligations), which Indebtedness and Guarantees are secured by Liens
on the Second Priority Collateral (or a portion thereof) having, or intended to have, a priority ranking (but without regard to
control of remedies, other than as provided by the terms of the applicable Second Priority Debt Documents) that is junior to the
Liens Liens on the Second Priority Collateral securing the First Lien Obligations; provided, however, that (a) such
Indebtedness is permitted to be Incurred, secured and guaranteed on such basis by each Senior Priority Debt Document and Second
Priority Debt Document and (b) the Representative for the holders of such Indebtedness shall have become party to this Agreement
pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof.


 


“Additional
Second Priority Debt Documents” means, with respect to any series, issue or class of Additional Second Priority Debt,
the promissory notes, credit agreements, loan agreements, note purchase agreements, indentures or other operative agreements evidencing
or governing such Indebtedness or the Liens securing such Indebtedness, including the Second Priority Collateral Documents.


 


“Additional
Second Priority Debt Facility” means each credit agreement, loan agreement, note purchase agreement, indenture or other
governing agreement with respect to any Additional Second Priority Debt.


 


“Additional
Second Priority Debt Obligations” means, with respect to any series, issue or class of Additional Second Priority Debt,
(a) all principal of, and premium and interest (including, without limitation, any interest which accrues after the commencement
of any Bankruptcy Case or which would accrue but for the operation of Bankruptcy Laws, whether or not allowed or allowable as
a claim in any such proceeding) payable with respect to, such Additional Second Priority Debt, (b) all other amounts payable
to the related Additional Second Priority Secured Parties under the related Additional Second Priority Debt Documents and (c) any
renewals or extensions of the foregoing.


 






    Exhibit H-2-2
 


     


    

 


“Additional
Second Priority Secured Parties” means, with respect to any series, issue or class of Additional Second Priority Debt,
the holders of such Indebtedness or any other Additional Second Priority Debt Obligation, the Representative with respect thereto,
any trustee or agent therefor under any related Additional Second Priority Debt Documents and the beneficiaries of each indemnification
obligation undertaken by the Borrower or any Guarantor under any related Additional Second Priority Debt Documents.


 


“Additional
Senior Priority Debt” means any Indebtedness that is Incurred or guaranteed by the Borrower, Holdings and/or any other
Guarantor (other than Indebtedness constituting First Lien Credit Agreement Obligations), which Indebtedness and Guarantees are
secured by Liens on the Senior Priority Collateral (or a portion thereof) having the same priority ranking (but without regard
to control of remedies) as the Liens on the Senior Priority Collateral securing the First Lien Credit Agreement Obligations; provided,
however, that (a) such Indebtedness is permitted to be Incurred, secured and guaranteed on such basis by each Senior
Priority Debt Document and Second Priority Debt Document and (b) the Representative for the holders of such Indebtedness
shall have become party to this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof.


 


“Additional
Senior Priority Debt Documents” means, with respect to any series, issue or class of Additional Senior Priority Debt,
the promissory notes, credit agreements, loan agreements, indentures, or other operative agreements evidencing or governing such
Indebtedness or the Liens securing such Indebtedness, including the Senior Priority Collateral Documents.


 


“Additional
Senior Priority Debt Facility” means each credit agreement, loan agreement, note purchase agreement, indenture or other
governing agreement with respect to any Additional Senior Priority Debt.


 


“Additional
Senior Priority Debt Obligations” means, with respect to any series, issue or class of Additional Senior Priority Debt,
(a) all principal of, and premium and interest (including, without limitation, any interest which accrues after the commencement
of any Bankruptcy Case or which would accrue but for the operation of Bankruptcy Laws, whether or not allowed or allowable as
a claim in any such proceeding) payable with respect to, such Additional Senior Priority Debt, (b) all other amounts payable
to the related Additional Senior Secured Parties under the related Additional Senior Priority Debt Documents and (c) any
renewals or extensions of the foregoing.


 


“Additional
Senior Secured Parties” means, with respect to any series, issue or class of Additional Senior Priority Debt, the holders
of such Indebtedness or any other Additional Senior Priority Debt Obligation, the Representative with respect thereto, any trustee
or agent therefor under any related Additional Senior Priority Debt Documents and the beneficiaries of each indemnification obligation
undertaken by the Borrower or any Guarantor under any related Additional Senior Priority Debt Documents.


 


“Agreement”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Bankruptcy
Case” means a case under the Bankruptcy Code or any other Bankruptcy Law.


 






    Exhibit H-2-3
 


     


    





 


“Bankruptcy Code”
means Title 11 of the United States Code, as amended.


 


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


 


“Barclays”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Board of Directors”
means, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person, (ii) in
the case of any limited liability company, the board of managers of such Person, (iii) in the case of any partnership, the
Board of Directors of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.


 


“Borrower”
means the “Borrower” as defined in the First Lien Credit Agreement.


 


“Capital Stock”
means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person (other than a corporation and including membership interests and partnership
interests) and, except to the extent constituting Indebtedness, any and all warrants, rights or options to purchase, acquire or
exchange any of the foregoing.


 


“Class Debt”
has the meaning assigned to such term in Section 8.09.


 


“Class Debt Parties”
has the meaning assigned to such term in Section 8.09.


 


“Class Debt Representatives”
has the meaning assigned to such term in Section 8.09.


 


“Closing Date”
means June 7, 2016.


 


“Collateral”
means the Senior Priority Collateral and the Second Priority Collateral.


 


“Collateral
Documents” means the Senior Priority Collateral Documents and the Second Priority Collateral Documents.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of Voting Stock, by agreement or otherwise. The terms “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Copyrights”
means all United States (a) copyrights, rights in works of authorship, mask works and integrated circuit designs and other
rights subject to the copyright laws of the United States, or of any other country or any group of countries, including copyrights
and other rights in Software, data, databases, Internet web sites and the proprietary content thereof, (b) registrations,
renewals, rights of reversion, extensions, supplemental registrations, recordings and applications for registration of any of
the foregoing in the United States or any other country, including registrations, recordings, supplemental registrations and pending
applications for registration in the United States Copyright Office, and (c) rights to obtain all renewals, reversions and
extensions thereof.


 


“Debt Facility”
means any Senior Priority Debt Facility and any Second Priority Debt Facility.


 






    Exhibit H-2-4
 


     


    

 


“Designated
Second Priority Representative” means (a) the Second Lien Agent, so long as the Second Priority Debt Facility under
the Second Lien Agreement is the only Second Priority Debt Facility under this Agreement and (b) at any time when clause
(a) does not apply, the “Applicable Authorized Representative” (as defined in any Second Lien Intercreditor Agreement
that may be in effect at such time).


 


“Designated
Senior Priority Representative” means (a) the First Lien Collateral Agent, so long as the Senior Priority Debt
Facility under the First Lien Credit Agreement is the only Senior Priority Debt Facility under this Agreement and (b) at
any time when clause (a) does not apply, the “Applicable Authorized Representative” (as defined in any
First Lien Intercreditor Agreement that may be in effect at such time).


 


“DIP Financing”
has the meaning assigned to such term in Section 6.01.


 


“Discharge”
means, with respect to any Debt Facility, the date on which such Debt Facility and the Senior Priority Obligations or Second Priority
Debt Obligations thereunder, as the case may be, are no longer secured by Shared Collateral pursuant to the terms of the documentation
governing such Debt Facility. The term “Discharged” shall have a corresponding meaning.


 


“Discharge
of First Lien Credit Agreement Obligations” means, the Discharge of the First Lien Credit Agreement Obligations; provided
that the Discharge of First Lien Credit Agreement Obligations shall not be deemed to have occurred in connection with a Refinancing
of such First Lien Credit Agreement Obligations with an Additional Senior Priority Debt Facility secured by Shared Collateral
under one or more Additional Senior Priority Debt Documents that have been designated in writing by the “Administrative
Agent” (under the First Lien Credit Agreement so Refinanced) to the Designated Senior Priority Representative as the “First
Lien Credit Agreement” for purposes of this Agreement.


 


“Discharge
of Senior Priority Obligations” means the date on which the Discharge of First Lien Credit Agreement Obligations and
the Discharge of each Additional Senior Priority Debt Facility has occurred.


 


“Disposition”
means any conveyance, sale, lease, assignment, transfer, license or other disposition.


 


“First Lien
Collateral Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement and shall include
any successor administrative agent and collateral agent as provided in Section 12 of the First Lien Credit Agreement.


 


“First Lien
Credit Agreement” means that certain Credit Agreement, dated as of June 7, 2016, among Holdings, the Borrower,
the lenders from time to time party thereto, Barclays, as administrative agent and collateral agent, and the other parties thereto.


 


“First Lien
Credit Agreement Credit Documents” means the First Lien Credit Agreement and the other “Credit Documents”
as defined in the First Lien Credit Agreement.


 


“First Lien
Credit Agreement Obligations” means the “Obligations” as defined in the First Lien Credit Agreement.


 


“First Lien
Credit Agreement Secured Parties” means the “Secured Parties” as defined in the First Lien Credit Agreement.


 






    Exhibit H-2-5
 


     


    

 


“First Lien
Intercreditor Agreement” means (a) an intercreditor agreement substantially in the form of the Equal Priority Intercreditor
Agreement (as defined in the First Lien Credit Agreement) or (b) a customary intercreditor agreement in form and substance
reasonably acceptable to the Senior Priority Representative with respect to each Senior Priority Debt Facility in existence at
the time such intercreditor agreement is entered into and the Borrower, and which provides that the Liens securing all Indebtedness
covered thereby shall be of equal priority (but without regard to the control of remedies).


 


“Grantors”
means Holdings, the Borrower and each Subsidiary that has granted a security interest pursuant to any Collateral Document to secure
any Secured Obligations.


 


“Guarantors”
means the “Guarantors” as defined in the First Lien Credit Agreement.


 


“Holdings”
means “Holdings” as defined in the First Lien Credit Agreement.


 


“Insolvency or Liquidation
Proceeding” means:


 


(a)          any
case commenced by or against the Borrower or any other Grantor under any Bankruptcy Law, any other proceeding for the reorganization,
recapitalization or adjustment or marshalling of the assets or liabilities of the Borrower or any other Grantor, any receivership
or assignment for the benefit of creditors relating to the Borrower or any other Grantor or any similar case or proceeding relative
to the Borrower or any other Grantor or its creditors, as such, in each case whether or not voluntary;


 


(b)          any
liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Borrower or any other
Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or


 


(c)          any
other proceeding of any type or nature in which substantially all claims of creditors of the Borrower or any other Grantor are
determined and any payment or distribution is or may be made on account of such claims.


 


“Intellectual Property”
means Copyrights, Patents and Trademarks.


 


“Joinder Agreement”
means a supplement to this Agreement in the form of Annex II or Annex III hereof required to be delivered by a Representative
to the Designated Senior Priority Representative or Designated Second Priority Representative, as the case may be, pursuant to
Section 8.09 hereof in order to include an additional Debt Facility hereunder and to become the Representative hereunder
for the Senior Priority Secured Parties or Second Priority Secured Parties, as the case may be, under such Debt Facility.


 


“Lien”
means any mortgage, pledge, deed of trust, security interest, hypothecation, assignment, lien (statutory or other) or similar
encumbrance and any easement, right-of-way, license, restriction (including zoning restrictions), defect, exception or irregularity
in title or similar charge or encumbrance (including any agreement to give any of the foregoing, any conditional sale or other
title retention agreement or any lease in the nature thereof); provided that in no event shall a straight-line or operating
lease be deemed to be a Lien.


 


“Major Second
Priority Representative” means, with respect to any Shared Collateral, the Second Priority Representative of the series
of Second Priority Debt Obligations that constitutes the largest outstanding principal amount of any then outstanding series of
Second Priority Debt Obligations with respect to such Shared Collateral.


 






    Exhibit H-2-6
 


     


    

 


“New York UCC”
means the Uniform Commercial Code as from time to time in effect in the State of New York.


 


“Officer’s Certificate”
has the meaning assigned to such term in Section 8.08.


 


“Patents”
means all United States (a) patents, statutory invention registrations, certificates of invention, industrial designs and
utility models, and all pending applications of the foregoing, (b) provisionals, reissues, reexaminations, continuations,
divisions, continuations-in-part, renewals or extensions thereof and (c) the inventions, discoveries and designs disclosed
or claimed therein and all improvements thereto, including the right to make, use and/or sell the inventions, discoveries and
designs disclosed or claimed therein.


 


“Person”
means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise
or any Governmental Authority (as defined in the First Lien Credit Agreement as in effect on the date hereof).


 


“Pledged or
Controlled Collateral” has the meaning assigned to such term in Section 5.05(a).


 


“Proceeds”
means the proceeds of any sale, collection or other liquidation of Shared Collateral and any payment or distribution made in respect
of Shared Collateral in a Bankruptcy Case and any amounts received by any Senior Priority Representative or any Senior Priority
Secured Party from a Second Priority Secured Party in respect of Shared Collateral pursuant to this Agreement.


 


“Recovery”
has the meaning assigned to such term in Section 6.04.


 


“Refinance”
means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure,
refund, replace or repay, or to Incur other indebtedness or enter alternative financing arrangements, in exchange or replacement
for, such indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors,
and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated
and including, in each case, through any credit agreement, loan agreement, note purchase agreement, indenture or other agreement.
 “Refinanced” and “Refinancing” have correlative meanings.


 


“Registered
Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement
transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued in a dollar for
dollar exchange therefor pursuant to an exchange offer registered with the SEC.


 


“Representatives”
means the Senior Priority Representatives and the Second Priority Representatives.


 


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


 






    Exhibit H-2-7
 


     


    

 


“Second Lien
Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement and shall include any successor
administrative agent and collateral agent as provided in [___] of the Second Lien Agreement.


 


“Second Lien Agreement”
means that certain [___], dated as of [___], among [___].


 


“Second Lien
Agreement Credit Documents” means the Second Lien Agreement and the other “[Credit] Documents” as defined
in the Second Lien Agreement.


 


“Second Lien
Obligations” means the “Obligations” as defined in the Second Lien Agreement.


 


“Second Lien
Secured Parties” means the “Secured Parties” as defined in the Second Lien Agreement.


 


“Second Lien
Intercreditor Agreement” means [(a) an intercreditor agreement substantially in the form of the Equal Priority
Intercreditor Agreement (as defined in the Second Lien Agreement) or (b)] a customary intercreditor agreement in form and substance
reasonably acceptable to the Second Priority Representative with respect to each Second Priority Debt Facility in existence at
the time such intercreditor agreement is entered into and the Borrower, and which provides that the Liens securing all Indebtedness
covered thereby shall be of equal priority (but without regard to the control of remedies).


 


“Second Priority Class Debt”
has the meaning assigned to such term in Section 8.09.


 


“Second Priority
Class Debt Parties” has the meaning assigned to such term in Section 8.09.


 


“Second Priority
Class Debt Representative” has the meaning assigned to such term in Section 8.09.


 


“Second Priority
Collateral” means any “Collateral” as defined in any Second Lien Agreement Credit Document or any other
Second Priority Debt Document or any other assets of Holdings, the Borrower or any other Grantor with respect to which a Lien
is granted or purported to be granted pursuant to a Second Priority Collateral Document as security for any Second Priority Debt
Obligation.


 


“Second Priority
Collateral Documents” means the “Security Documents” as defined in the Second Lien Agreement, the Second
Lien Intercreditor Agreement (upon and after the initial execution and delivery thereof by the initial parties thereto) and each
of the security agreements and other instruments and documents executed and delivered by Holdings, the Borrower or any other Grantor
for purposes of providing collateral security for any Second Priority Debt Obligation.


 


“Second Priority
Debt Documents” means (a) the Second Lien Agreement [Credit] Documents and (b) any Additional Second Priority
Debt Documents.


 


“Second Priority
Debt Facilities” means the Second Lien Agreement and any Additional Second Priority Debt Facilities.


 


“Second Priority
Debt Obligations” means the Second Lien Agreement Obligations and any Additional Second Priority Debt Obligations.


 






    Exhibit H-2-8
 


     


    

 


“Second Priority
Enforcement Date” means, with respect to any Second Priority Representative, the date that is 180 days (through which
180 day period such Second Priority Representative was the Major Second Priority Representative) after the occurrence of both
(a) an Event of Default (under and as defined in the Second Priority Debt Document for which such Second Priority Representative
has been named as Representative) and (b) the Designated Senior Priority Representative’s and each other Representative’s
receipt of written notice from such Second Priority Representative that (i) such Second Priority Representative is the Major
Second Priority Representative and that an Event of Default (under and as defined in the Second Priority Debt Document for which
such Second Priority Representative has been named as Representative) has occurred and is continuing and (ii) the Second
Priority Debt Obligations of the series with respect to which such Second Priority Representative is the Second Priority Representative
are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms
of the applicable Second Priority Debt Document; provided that the Second Priority Enforcement Date shall be stayed and shall
not occur and shall be deemed not to have occurred (1) at any time the Designated Senior Priority Representative has commenced
and is diligently pursuing any enforcement action with respect to any Shared Collateral or (2) at any time any Grantor which
has granted a security interest in any Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any
Insolvency or Liquidation Proceeding.


 


“Second Priority
Lien” means the Liens on the Second Priority Collateral in favor of Second Priority Secured Parties under the Second
Priority Collateral Documents.


 


“Second Priority
Representative” means (a) in the case of any Second Lien Obligations or the Second Lien Secured Parties, the Second
Lien Agent and (b) in the case of any Additional Second Priority Debt Facility and the Additional Second Priority Secured
Parties thereunder, the trustee, administrative agent, collateral agent, security agent or similar agent under such Additional
Second Priority Debt Facility that is named as the Representative in respect of such Additional Second Priority Debt Facility
in the applicable Joinder Agreement.


 


“Second Priority
Secured Parties” means the Second Lien Secured Parties and any Additional Second Priority Secured Parties.


 


“Secured Obligations”
means the Senior Priority Obligations and the Second Priority Debt Obligations.


 


“Secured Parties”
means the Senior Priority Secured Parties and the Second Priority Secured Parties.


 


“Senior Lien”
means the Liens on the Senior Priority Collateral in favor of the Senior Priority Secured Parties under the Senior Priority Collateral
Documents.


 


“Senior Priority Class Debt”
has the meaning assigned to such term in Section 8.09.


 


“Senior Priority
Class Debt Parties” has the meaning assigned to such term in Section 8.09.


 


“Senior Priority
Class Debt Representative” has the meaning assigned to such term in Section 8.09.


 


“Senior Priority
Collateral” means any “Collateral” as defined in any First Lien Credit Agreement Credit Document
or any other Senior Priority Debt Document or any other assets of Holdings, the Borrower or any other Grantor with respect to
which a Lien is granted or purported to be granted pursuant to a Senior Priority Collateral Document as security for any Senior
Priority Obligations.


 






    Exhibit H-2-9
 


     


    

 


“Senior Priority
Collateral Documents” means the “Security Documents” as defined in the First Lien Credit Agreement, the
First Lien Intercreditor Agreement (upon and after the initial execution and delivery thereof by the initial parties thereto)
and each of the security agreements and other instruments and documents executed and delivered by Holdings, the Borrower or any
other Grantor for purposes of providing collateral security for any Senior Priority Obligation.


 


“Senior Priority
Debt Documents” means (a) the First Lien Credit Agreement Credit Documents and (b) any Additional Senior Priority
Debt Documents.


 


“Senior Priority
Debt Facilities” means the First Lien Credit Agreement and any Additional Senior Priority Debt Facilities.


 


“Senior Priority
Obligations” means the First Lien Credit Agreement Obligations and any Additional Senior Priority Debt Obligations (provided
that the Senior Priority Obligations shall exclude any such obligations the Incurrence of which was not permitted under each
Second Priority Debt Document extant at the time of the Incurrence thereof).


 


“Senior Priority
Representative” means (a) in the case of any First Lien Credit Agreement Obligations or the First Lien Credit Agreement
Secured Parties, the First Lien Collateral Agent and (b) in the case of any Additional Senior Priority Debt Facility and
the Additional Senior Secured Parties thereunder, the trustee, administrative agent, collateral agent, security agent or similar
agent under such Additional Senior Priority Debt Facility that is named as the Representative in respect of such Additional Senior
Priority Debt Facility in the applicable Joinder Agreement.


 


“Senior Priority
Secured Parties” means the First Lien Credit Agreement Secured Parties and any Additional Senior Secured Parties.


 


“Shared Collateral”
means, at any time, Collateral in which the holders of Senior Priority Obligations under at least one Senior Priority Debt Facility
(or their Representatives) and the holders of Second Priority Debt Obligations under at least one Second Priority Debt Facility
(or their Representatives) hold a security interest at such time (or, in the case of the Senior Priority Debt Facilities, are
deemed pursuant to Article 2 to hold a security interest). If, at any time, any portion of the Senior Priority Collateral
under one or more Senior Priority Debt Facilities does not constitute Second Priority Collateral under one or more Second Priority
Debt Facilities, then such portion of such Senior Priority Collateral shall constitute Shared Collateral only with respect to
the Second Priority Debt Facilities for which it constitutes Second Priority Collateral and shall not constitute Shared Collateral
for any Second Priority Debt Facility that does not have a security interest in such Collateral at such time.


 


“Subsidiary”
of any Person shall mean and include (a) any corporation more than 50% of whose stock of any class or classes having by the
terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at
the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of
any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any limited liability
company, partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries
has more than a 50% equity interest at the time. Unless otherwise expressly provided, all references herein to a “Subsidiary”
shall mean a Subsidiary of the Borrower.


 






    Exhibit H-2-10
 


     


    

 


“Trademarks”
means all United States (a) trademarks, service marks, domain names, trade names, corporate names, company names, business
names, fictitious business names, trade styles, trade dress, logos, slogans, other source or business identifiers, now existing
or hereafter adopted or acquired, whether registered or unregistered, and all registrations, recordings and applications for registration
filed in connection with the foregoing, including registrations, recordings and applications for registration in the United States
Patent and Trademark Office or any similar offices in any State of the United States or any political subdivision thereof, and
all common-law rights related thereto, (b) all goodwill associated therewith or symbolized thereby and (c) all extensions
or renewals thereof.


 


“Uniform Commercial
Code” or “UCC” means, unless otherwise specified, the
Uniform Commercial Code as from time to time in effect in the State of New York or the Uniform Commercial Code of another jurisdiction,
to the extent it may be required to apply to any item or items of collateral.


 


“Voting Stock”
means, with respect to any Person, shares of such Person’s Capital Stock that is at the time generally entitled, without
regard to contingencies, to vote in the election of the Board of Directors of such Person. To the extent that a partnership agreement,
limited liability company agreement or other agreement governing a partnership or limited liability company provides that the
members of the Board of Directors of such partnership or limited liability company (or, in the case of a limited partnership whose
business and affairs are managed or controlled by its general partner, the Board of Directors of the general partner of such limited
partnership) is appointed or designated by one or more Persons rather than by a vote of Voting Stock, each of the Persons who
are entitled to appoint or designate the members of such Board of Directors will be deemed to own a percentage of Voting Stock
of such partnership or limited liability company equal to (a) the aggregate votes entitled to be cast on such Board of Directors
by the members of such Board of Directors which such Person or Persons are entitled to appoint or designate divided by (b) the
aggregate number of votes of all members of such Board of Directors.


 


SECTION 1.02.
Terms Generally. The rules of construction and other interpretive terms set forth in Sections 1.2, 1.5, 1.6, 1.7,
1.8 and 1.11 of the First Lien Credit Agreement shall apply to this Agreement, including terms defined in the preamble and recitals
to this Agreement.


 


ARTICLE 2


Priorities and Agreements with
Respect to Shared Collateral


 


SECTION 2.01.
Subordination. Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or
grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Secured Parties
on the Shared Collateral or of any Liens granted to any Senior Priority Representative or any other Senior Priority Secured Party
on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC,
any Applicable Law, any Second Priority Debt Document or any Senior Priority Debt Document or any other circumstance whatsoever,
each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt
Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Priority Obligations now or hereafter
held by or on behalf of any Senior Priority Representative or any other Senior Priority Secured Party or other agent or trustee
therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority
over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations
and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf
of any Second Priority Representative, any Second Priority Secured Parties or any other agent or trustee therefor, regardless
of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all
respects to all Liens on the Shared Collateral securing any Senior Priority Obligations. All Liens on the Shared Collateral securing
any Senior Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing
any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Priority Obligations are
subordinated to any Lien securing any other obligation of the Borrower, any Grantor or any other Person or otherwise subordinated,
voided, avoided, invalidated or lapsed.


 






    Exhibit H-2-11
 


     


    

 


SECTION 2.02.
Nature Of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Secured
Party under its Second Priority Debt Facility, acknowledges that (a) a portion of the Senior Priority Obligations is revolving
in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and
subsequently reborrowed, (b) the terms of the Senior Priority Debt Documents and the Senior Priority Obligations may be amended,
restated, amended and restated, supplemented or otherwise modified, and the Senior Priority Obligations, or a portion thereof,
may be Refinanced from time to time and (c) the aggregate amount of the Senior Priority Obligations may be increased, in
each case, without notice to or consent by the Second Priority Representatives or the Second Priority Secured Parties and without
affecting the provisions hereof, except as otherwise expressly set forth herein. The Lien priorities provided for in Section 2.01
shall not be altered or otherwise affected by any amendment, restatement, amendment and restatement, supplement or other modification,
or any Refinancing, of either the Senior Priority Obligations or the Second Priority Debt Obligations, or any portion thereof.
As between Holdings, the Borrower and the other Grantors and the Second Priority Secured Parties, the foregoing provisions will
not limit or otherwise affect the obligations of Holdings, the Borrower and the other Grantors contained in any Second Priority
Debt Document with respect to the Incurrence of additional Senior Priority Obligations.


 


SECTION 2.03.
Prohibition On Contesting Liens. Each of the Second Priority Representatives, for itself and on behalf of each Second Priority
Secured Party under its Second Priority Debt Facility, agrees that it shall not (and hereby waives any right to) contest or support
any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent,
perfection, priority or enforceability of any Lien securing any Senior Priority Obligations held (or purported to be held) by
or on behalf of any Senior Priority Representative or any of the other Senior Priority Secured Parties or other agent or trustee
therefor in any Senior Priority Collateral, and each Senior Priority Representative, for itself and on behalf of each Senior Priority
Secured Party under its Senior Priority Debt Facility, agrees that it shall not (and hereby waives any right to) contest or support
any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent,
perfection, priority or enforceability of any Lien securing any Second Priority Debt Obligations held (or purported to be held)
by or on behalf of any of any Second Priority Representative or any of the Second Priority Secured Parties in the Second Priority
Collateral. Notwithstanding the foregoing, no provision in this Agreement shall be construed to prevent or impair the rights of
any Senior Priority Representative to enforce this Agreement (including the priority of the Liens securing the Senior Priority
Obligations as provided in Section 2.01) or any of the Senior Priority Debt Documents.


 


SECTION 2.04.
No New Liens. The parties hereto agree that, so long as the Discharge of Senior Priority Obligations has not occurred,
(a) none of the Grantors shall grant any additional Liens on any asset or property of any Grantor to secure any Second Priority
Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure
the Senior Priority Obligations; and (b) if any Second Priority Representative or any Second Priority Secured Party shall
hold any Lien on any assets or property of any Grantor securing any Second Priority Debt Obligations that are not also subject
to the Liens securing all Senior Priority Obligations under the Senior Priority Collateral Documents, such Second Priority Representative
or Second Priority Secured Party (i) shall notify the Designated Senior Priority Representative promptly upon becoming aware
thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Priority Representative
as security for the Senior Priority Obligations, shall assign such Lien to the Designated Senior Priority Representative as security
for all Senior Priority Obligations for the benefit of the Senior Priority Secured Parties (but may retain a junior Lien on such
assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior
Priority Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Priority Representative
and the other Senior Priority Secured Parties as security for the Senior Priority Obligations.


 






    Exhibit H-2-12
 


     


    

 


SECTION 2.05.
Perfection Of Liens. Except for the limited agreements of the Senior Priority Representatives pursuant to Section 5.05
hereof, none of the Senior Priority Representatives or the Senior Priority Secured Parties shall be responsible for perfecting
and maintaining the perfection of Liens with respect to the Shared Collateral for the benefit of the Second Priority Representatives
or the Second Priority Secured Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities
as between the Senior Priority Secured Parties and the Second Priority Secured Parties and shall not impose on the Senior Priority
Representatives, the Senior Priority Secured Parties, the Second Priority Representatives, the Second Priority Secured Parties
or any agent or trustee therefor any obligations in respect of the disposition of proceeds of any Shared Collateral which would
conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental
authority or any applicable law.


 


SECTION 2.06.
Certain Cash Collateral. Notwithstanding anything in this Agreement or any other Senior Priority Debt Documents or Second
Priority Debt Documents to the contrary, collateral consisting of cash and deposit account balances pledged to secure First Lien
Credit Agreement Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the
First Lien Collateral Agent pursuant to Section 3.8 of the First Lien Credit Agreement (or any equivalent successor provision)
shall be applied as specified in the First Lien Credit Agreement and will not constitute Shared Collateral.


 






    Exhibit H-2-13
 


     


    

 


ARTICLE 3


Enforcement


 


SECTION 3.01.     Exercise
Of Remedies.


 


(a)          So
long as the Discharge of Senior Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding
has been commenced by or against the Borrower or any other Grantor, (i) neither any Second Priority Representative nor any
Second Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect
to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect
to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding
or other action brought with respect to the Shared Collateral or any other Senior Priority Collateral by any Senior Priority Representative
or any Senior Priority Secured Party in respect of the Senior Priority Obligations, the exercise of any right by any Senior Priority
Representative or any Senior Priority Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Priority
Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement
to which any Senior Priority Representative or any Senior Priority Secured Party either is a party or may have rights as a third
party beneficiary, or any other exercise by any such party of any rights and remedies relating to the Shared Collateral under
the Senior Priority Debt Documents or otherwise in respect of the Senior Priority Collateral or the Senior Priority Obligations,
or (z) object to the forbearance by the Senior Priority Secured Parties from bringing or pursuing any foreclosure proceeding
or action or any other exercise of any rights or remedies relating to the Shared Collateral in respect of Senior Priority Obligations
and (ii) except as otherwise provided herein, the Senior Priority Representatives and the Senior Priority Secured Parties
shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt)
and make determinations regarding the release, disposition or restrictions with respect to the Shared Collateral or any other
Senior Priority Collateral without any consultation with or the consent of any Second Priority Representative or any Second Priority
Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against
Holdings, the Borrower or any other Grantor, any Second Priority Representative may file a claim or statement of interest with
respect to the Second Priority Debt Obligations under its Second Priority Debt Facility, (B) any Second Priority Representative
may take any action (not adverse to the prior Liens on the Shared Collateral securing the Senior Priority Obligations or the rights
of the Senior Priority Representatives or the Senior Priority Secured Parties to exercise remedies in respect thereof) in order
to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the
Shared Collateral, (C) any Second Priority Representative and the Second Priority Secured Parties may exercise their rights
and remedies as unsecured creditors, as provided in Section 5.04, (D) any Second Priority Representative may exercise
the rights and remedies provided for in Section 6.03, (E) any Second Priority Representative and the Second Priority
Secured Parties may file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary
proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the
Second Priority Secured Parties, including any claims secured by the Second Priority Collateral, in each case in accordance with
the terms of this Agreement and (F) from and after the Second Priority Enforcement Date, the Major Second Priority Representative
(or such other Person, if any, as is so authorized under the Second Lien Intercreditor Agreement) may exercise or seek to exercise
any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations,
or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), but only
so long as (1) the Designated Senior Priority Representative has not commenced and is not diligently pursuing any enforcement
action with respect to such Shared Collateral or (2) any Grantor which has granted a security interest in such Shared Collateral
is not then a debtor under or with respect to (or otherwise subject to ) any Insolvency or Liquidation Proceeding. In exercising
rights and remedies with respect to the Senior Priority Collateral, the Senior Priority Representatives and the Senior Priority
Secured Parties may enforce the provisions of the Senior Priority Debt Documents and exercise remedies thereunder, all in such
order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include
the rights of an agent appointed by them to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses
in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform
Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.


 


(b)          So
long as the Discharge of Senior Priority Obligations has not occurred, each Second Priority Representative, on behalf of itself
and each Second Priority Secured Party under its Second Priority Debt Facility, agrees that it will not, in the context of its
role as secured creditor, take or receive any Shared Collateral or any proceeds of Shared Collateral in connection with the exercise
of any right or remedy (including setoff) with respect to any Shared Collateral in respect of Second Priority Debt Obligations.
Without limiting the generality of the foregoing, unless and until the Discharge of Senior Priority Obligations has occurred,
except as expressly provided in the proviso in clause (ii) of Section 3.01(a), the sole right of the Second Priority
Representatives and the Second Priority Secured Parties with respect to the Shared Collateral is to hold a Lien on the Shared
Collateral in respect of Second Priority Debt Obligations pursuant to the Second Priority Debt Documents for the period and to
the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Priority Obligations
has occurred.


 






    Exhibit H-2-14
 


     


    





 


(c)          Subject
to the proviso in clause (ii) of Section 3.01(a), (i) each Second Priority Representative, for itself and on behalf
of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that neither such Second Priority Representative
nor any such Second Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by any Senior
Priority Representative or any Senior Priority Secured Party with respect to the Shared Collateral under the Senior Priority Debt
Documents, including any Disposition of the Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second
Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility,
hereby waives any and all rights it or any such Second Priority Secured Party may have as a junior lien creditor or otherwise
to object to the manner in which the Senior Priority Representatives or the Senior Priority Secured Parties seek to enforce or
collect the Senior Priority Obligations or the Liens granted on any of the Senior Priority Collateral, regardless of whether any
action or failure to act by or on behalf of any Senior Priority Representative or any other Senior Priority Secured Party is adverse
to the interests of the Second Priority Secured Parties.


 


(d)          Each
Second Priority Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second
Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Senior Priority Representatives or
the Senior Priority Secured Parties with respect to the Senior Priority Collateral as set forth in this Agreement and the Senior
Priority Debt Documents.


 


(e)          Subject
to the proviso in Section 3.01(a), until the Discharge of Senior Priority Obligations, the Designated Senior Priority Representative
or any Person authorized by it shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral
and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting
any proceeding with respect thereto. Following the Discharge of Senior Priority Obligations, the Designated Second Priority Representative
or any Person authorized by it shall have the exclusive right to exercise any right or remedy with respect to the Collateral,
and the Designated Second Priority Representative or any Person Authorized by it shall have the exclusive right to direct the
time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Second
Priority Secured Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred
on the Second Priority Representatives, or for the taking of any other action authorized by the Second Priority Collateral Documents;
provided, however, that nothing in this Section shall impair the right of any Second Priority Representative
or other agent or trustee acting on behalf of the Second Priority Secured Parties to take such actions with respect to the Collateral
after the Discharge of Senior Priority Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement
governing the Second Priority Secured Parties or the Second Priority Debt Obligations.


 


SECTION 3.02.     Cooperation.
Subject to the proviso in clause (ii) of Section 3.01(a), each Second Priority Representative, on behalf of itself and
each Second Priority Secured Party under its Second Priority Debt Facility, agrees that, unless and until the Discharge of Senior
Priority Obligations has occurred, it will not commence, or join with any Person (other than the Senior Priority Secured Parties
and the Senior Priority Representatives upon the request of the Designated Senior Priority Representative) in commencing, any
enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Shared
Collateral under any of the Second Priority Debt Documents or otherwise in respect of the Second Priority Debt Obligations.


 






    Exhibit H-2-15
 


     


    

 


SECTION 3.03.     Actions
Upon Breach. Should any Second Priority Representative or any Second Priority Secured Party, contrary to this Agreement, in
any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including any attempt to realize
upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this Agreement, any Senior Priority
Representative or other Senior Priority Secured Party (in its or their own name or in the name of the Borrower or any other Grantor)
or the Borrower may obtain relief against such Second Priority Representative or such Second Priority Secured Party by injunction,
specific performance or other appropriate equitable relief. Each Second Priority Representative, on behalf of itself and each
Second Priority Secured Party under its Second Priority Facility, hereby (a) agrees that the Senior Priority Secured Parties’
damages from the actions of the Second Priority Representatives or any Second Priority Secured Party may at that time be difficult
to ascertain and may be irreparable and waives any defense that Holdings, the Borrower, any other Grantor or the Senior Priority
Secured Parties cannot demonstrate damage or be made whole by the awarding of damages and (b) irrevocably waives any defense
based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance
in any action that may be brought by any Senior Priority Representative or any other Senior Priority Secured Party.


 


ARTICLE 4


Payments


 


SECTION 4.01.     Application
Of Proceeds. So long as the Discharge of Senior Priority Obligations has not occurred and regardless of whether an Insolvency
or Liquidation Proceeding has been commenced, the Shared Collateral or proceeds thereof received in connection with the sale or
other disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied by the Designated
Senior Priority Representative to the Senior Priority Obligations in such order as specified in the relevant Senior Priority Debt
Documents and, if applicable, the First Lien Intercreditor Agreement, until the Discharge of Senior Priority Obligations has occurred.
Upon the Discharge of Senior Priority Obligations, each applicable Senior Priority Representative shall deliver promptly to the
Designated Second Priority Representative any Shared Collateral or proceeds thereof held by it in the same form as received, with
any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Second
Priority Representative to the Second Priority Debt Obligations in such order as specified in the relevant Second Priority Debt
Documents and, if applicable, the Second Lien Intercreditor Agreement.


 


SECTION 4.02.     Payments
Over. So long as the Discharge of Senior Priority Obligations has not occurred, any Shared Collateral or proceeds thereof
received by any Second Priority Representative or any Second Priority Secured Party in connection with the exercise of any right
or remedy (including setoff) relating to the Shared Collateral shall be segregated and held in trust for the benefit of and forthwith
paid over to the Designated Senior Priority Representative for the benefit of the Senior Priority Secured Parties in the same
form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Designated
Senior Priority Representative is hereby authorized to make any such endorsements as agent for each of the Second Priority Representatives
or any such Second Priority Secured Party. This authorization is coupled with an interest and is irrevocable.


 






    Exhibit H-2-16
 


     


    

 


ARTICLE 5


Other Agreements


 


SECTION 5.01.     Releases.


 


(a)          Each
Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt
Facility, agrees that, if in connection with (i) a Disposition of any specified item of Shared Collateral (including all
or substantially all of the Capital Stock of any Subsidiary of the Borrower) (other than in connection with the exercise of remedies
with respect to the Shared Collateral which shall be governed by clause (ii)) permitted under the terms of the Second Priority
Debt Documents or (ii) the exercise of any remedies with respect to the Shared Collateral by any Senior Priority Secured
Parties, the Liens granted to the Second Priority Representatives and the Second Priority Secured Parties upon such Shared Collateral
(but not on the Proceeds thereof) to secure Second Priority Debt Obligations shall terminate and be released, automatically and
without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to
secure Senior Priority Obligations. Upon delivery to a Second Priority Representative of an Officer’s Certificate stating
that any such termination and release of Liens securing the Senior Priority Obligations has become effective (or shall become
effective concurrently with such termination and release of the Liens granted to the Second Priority Secured Parties and the Second
Priority Representatives) and any necessary or proper instruments of termination or release prepared by Holdings, the Borrower
or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at Holdings’, the
Borrower’s or the other Grantor’s sole cost and expense and without any representation or warranty, such instruments
to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to affect any
agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Secured Parties under its Second
Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt
Documents.


 


(b)          Each
Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt
Facility, hereby irrevocably constitutes and appoints the Designated Senior Priority Representative and any officer or agent of
the Designated Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Secured
Party or in the Designated Senior Priority Representative’s own name, from time to time in the Designated Senior Priority
Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate
action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a),
including any termination statements, endorsements or other instruments of transfer or release.


 


(c)          Unless
and until the Discharge of Senior Priority Obligations has occurred, each Second Priority Representative, for itself and on behalf
of each Second Priority Secured Party under its Second Priority Debt Facility, hereby consents to the application, whether prior
to or after an event of default under any Senior Priority Debt Document of proceeds of Shared Collateral to the repayment of Senior
Priority Obligations pursuant to the Senior Priority Debt Documents; provided that nothing in this Section 5.01(c) shall
be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Secured Parties to
receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement.


 


(d)          Notwithstanding
anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Priority Collateral Document
and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral,
(ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to
register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral
or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar
capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect
of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the
extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the
agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control
of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord
with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights
with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Priority Representative and
any Second Priority Representative or Second Priority Secured Party, such Grantor may, until the applicable Discharge of Senior
Priority Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to
such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior
Priority Representative.


 






    Exhibit H-2-17
 


     


    

 


SECTION 5.02.
Insurance And Condemnation Awards. Unless and until the Discharge of Senior Priority Obligations has occurred, the Designated
Senior Priority Representative and the Senior Priority Secured Parties shall have the sole and exclusive right, subject in each
case to the rights of the Grantors under the Senior Priority Debt Documents, (a) to adjust settlement for any insurance policy
covering the Shared Collateral in the event of any loss thereunder and (b) to approve any award granted in any condemnation
or similar proceeding affecting the Shared Collateral. Unless and until the Discharge of Senior Priority Obligations has occurred,
and subject to the rights of the Grantors under the Senior Priority Debt Documents, all proceeds of any such policy and any such
award, if in respect of the Shared Collateral, shall be paid (i) first, prior to the occurrence of the Discharge of Senior
Priority Obligations, to the Designated Senior Priority Representative for the benefit of Senior Priority Secured Parties pursuant
to the terms of the Senior Priority Debt Documents, (ii) second, after the occurrence of the Discharge of Senior Priority
Obligations, to the Designated Second Priority Representative for the benefit of the Second Priority Secured Parties pursuant
to the terms of the applicable Second Priority Debt Documents and (iii) third, if no Second Priority Debt Obligations are
outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction
may otherwise direct. If any Second Priority Representative or any Second Priority Secured Party shall, at any time, receive any
proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to
the Designated Senior Priority Representative in accordance with the terms of Section 4.02.


 


SECTION 5.03.     Certain
Amendments.


 


(a)          No
Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment,
supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by or inconsistent
with any of the terms of this Agreement. The Borrower agrees to deliver to the Designated Senior Priority Representative copies
of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents and (ii) any new
Second Priority Collateral Documents promptly after effectiveness thereof. Each Second Priority Representative, for itself and
on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral
Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably
approved by the Designated Senior Priority Representative):


 


“Notwithstanding anything
herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to
this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Priority
Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted
to BARCLAYS BANK PLC, as collateral agent, pursuant to or in connection with the Credit Agreement dated as of June 7, 2016
(as amended, restated, amended and restated, supplemented or otherwise modified from time to time), among Holdings, the Borrower,
the lenders from time to time party thereto and BARCLAYS BANK PLC, as administrative agent and collateral agent, and the other
parties thereto, and (ii) the exercise of any right or remedy by the [Second Priority Representative] or any other secured
party hereunder is subject to the limitations and provisions of the Junior Priority Intercreditor Agreement, dated as of [___]
(as amended, restated, supplemented or otherwise modified from time to time, the “Junior Priority Intercreditor Agreement”),
among BARCLAYS BANK PLC, as First Lien Collateral Agent, [__], as Second Lien Agent, Holdings, the Borrower and certain of its
affiliated entities party thereto. In the event of any conflict between the terms of the Junior Priority Intercreditor Agreement
and the terms of this Agreement, the terms of the Junior Priority Intercreditor Agreement shall govern.”


 






    Exhibit H-2-18
 


     


    

 


(b)          In
the event that each applicable Senior Priority Representative and/or the Senior Priority Secured Parties enter into any amendment,
waiver or consent in respect of any of the Senior Priority Collateral Documents for the purpose of adding to or deleting from,
or waiving or consenting to any departures from any provisions of, any Senior Priority Collateral Document or changing in any
manner the rights of the Senior Priority Representatives, the Senior Priority Secured Parties, Holdings, the Borrower or any other
Grantor thereunder (including the release of any Liens in Senior Priority Collateral) in a manner that is applicable to all Senior
Priority Debt Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each
comparable Second Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority
Secured Party and without any action by any Second Priority Representative, Holdings, the Borrower or any other Grantor; provided,
however, that (x) no such amendment, waiver or consent shall have the effect (i) of removing assets subject to
the Lien of any Second Priority Collateral Document, except to the extent that a release of such Lien is provided for in Section 5.01(a),
(ii) imposing duties that are materially adverse on any Second Priority Representative without its consent or (iii) altering
the terms of the Second Priority Collateral Documents to permit other Liens on the Collateral not permitted under the terms of
the Second Priority Debt Documents as in effect on the date hereof or Article VI hereof and (y) written notice of such
amendment, waiver or consent shall have been given to each Second Priority Representative within 10 Business Days after the effectiveness
of such amendment, waiver or consent.


 


(c)          The
Senior Priority Debt Documents may be amended, restated, amended and restated, waived, supplemented or otherwise modified in accordance
with their terms, and the indebtedness under the Senior Priority Debt Documents may be Refinanced, in each case, without the consent
of any Second Priority Representative or Second Priority Secured Party; provided, however, that, without the consent
of the Second Lien Agent, acting with the consent of the [Required Lenders] (as such term is defined in the Second Lien Agreement)
and each other Second Priority Representative (acting with the consent of the requisite holders of each series of Additional Second
Priority Debt), no such amendment, restatement, amendment and restatement, waiver, supplement or modification (including self-effecting
or other modifications pursuant to Section 2.14 or Section 2.15 of the First Lien Credit Agreement) shall contravene
any provision of this Agreement.


 


(d)          The
Second Priority Debt Documents may be amended, restated, waived, supplemented or otherwise modified in accordance with their terms,
and the indebtedness under the Second Priority Debt Documents may be Refinanced, in each case, without the consent of any Senior
Priority Representative or Senior Priority Secured Party; provided, however, that, without the consent of the First
Lien Collateral Agent, acting with the consent of the Required Lenders (as such term is defined in the First Lien Credit Agreement)
and each other Senior Priority Representative (acting with the consent of the requisite holders of each series of Additional Senior
Priority Debt), no such amendment, restatement, supplement or modification (including self-effecting or other modifications pursuant
to Section [___] of the Second Lien Agreement) shall contravene any provision of this Agreement.


 






    Exhibit H-2-19
 


     


    

 


SECTION 5.04.
Rights As Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives
and the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors against Holdings, the Borrower
and any other Grantor in accordance with the terms of the Second Priority Debt Documents and Applicable Law so long as such rights
and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any
Second Priority Representative or any Second Priority Secured Party of the required payments of principal, premium, interest,
fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result
of the exercise by a Second Priority Representative or any Second Priority Secured Party of rights or remedies as a secured creditor
in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Secured Party becomes
a judgment Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor
in respect of Second Priority Debt Obligations, such judgment Lien shall be subordinated to the Liens securing Senior Priority
Obligations on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens
securing Senior Priority Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect
any rights or remedies the Senior Priority Representatives or the Senior Priority Secured Parties may have with respect to the
Senior Priority Collateral.


 


SECTION 5.05.     Gratuitous
Bailee For Perfection.


 


(a)          Each
Senior Priority Representative acknowledges and agrees that if it shall at any time hold a Lien securing any Senior Priority Obligations
on any Shared Collateral that can be perfected by the possession or control of such Shared Collateral or of any account in which
such Shared Collateral is held, and if such Shared Collateral or any such account is in fact in the possession or under the control
of such Senior Priority Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein
as the “Pledged or Controlled Collateral”), or if it shall any time obtain any landlord waiver or bailee’s
letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, the applicable Senior Priority
Representative shall also hold such Pledged or Controlled Collateral, or take such actions with respect to such landlord waiver,
bailee’s letter or similar agreement or arrangement, as sub-agent or gratuitous bailee for the relevant Second Priority
Representatives, in each case solely for the purpose of perfecting the Liens granted under the relevant Second Priority Collateral
Documents and subject to the terms and conditions of this Section 5.05.


 


(b)          In
the event that any Senior Priority Representative (or its agents or bailees) has Lien filings against Intellectual Property that
are part of the Shared Collateral that are necessary for the perfection of Liens in such Shared Collateral, such Senior Priority
Representative agrees to hold such Liens as sub-agent and gratuitous bailee for the relevant Second Priority Representatives and
any assignee thereof, solely for the purpose of perfecting the security interest granted in such Liens pursuant to the relevant
Second Priority Collateral Documents, subject to the terms and conditions of this Section 5.05.


 


(c)          Except
as otherwise specifically provided herein, until the Discharge of Senior Priority Obligations has occurred, the Senior Priority
Representatives and the Senior Priority Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in
accordance with the terms of the Senior Priority Debt Documents as if the Liens under the Second Priority Collateral Documents
did not exist. The rights of the Second Priority Representatives and the Second Priority Secured Parties with respect to the Pledged
or Controlled Collateral shall at all times be subject to the terms of this Agreement.


 


(d)          The
Senior Priority Representatives and the Senior Priority Secured Parties shall have no obligation whatsoever to the Second Priority
Representatives or any Second Priority Secured Party to assure that any of the Pledged or Controlled Collateral is genuine or
owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral,
except as expressly set forth in this Section 5.05. The duties or responsibilities of the Senior Priority Representatives
under this Section 5.05 shall be limited solely to holding or controlling the Shared Collateral and the related Liens referred
to in paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the relevant Second Priority
Representative for purposes of perfecting the Lien held by such Second Priority Representative.


 






    Exhibit H-2-20
 


     


    

 


(e)          The
Senior Priority Representatives shall not have by reason of the Second Priority Collateral Documents or this Agreement, or any
other document, a fiduciary relationship in respect of any Second Priority Representative or any Second Priority Secured Party,
and each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority
Debt Facility, hereby waives and releases the Senior Priority Representatives from all claims and liabilities arising pursuant
to the Senior Priority Representatives’ roles under this Section 5.05 as sub-agents and gratuitous bailees with respect
to the Shared Collateral.


 


(f)           Upon
the Discharge of the Senior Priority Obligations, each applicable Senior Priority Representative shall, at the Grantors’
sole cost and expense, (i) (A) deliver to the Designated Second Priority Representative, to the extent that it is legally
permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Priority Representative
or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled
Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities
intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement
granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent
jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no longer entitled to be an additional
loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (iii) notify
any Governmental Authority involved in any condemnation or similar proceeding involving any Grantor that the Designated Second
Priority Representative is entitled to approve any awards granted in such proceeding. Holdings, the Borrower and the other Grantors
shall take such further action as is required to effectuate the transfer contemplated hereby. The Senior Priority Representatives
have no obligations to follow instructions from any Second Priority Representative or any other Second Priority Secured Party
in contravention of this Agreement.


 


(g)          None
of the Senior Priority Representatives nor any of the other Senior Priority Secured Parties shall be required to marshal any present
or future collateral security for any obligations of Holdings, the Borrower or any Subsidiary to any Senior Priority Representative
or any Senior Priority Secured Party under the Senior Priority Debt Documents or any assurance of payment in respect thereof,
or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect
of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights,
however existing or arising.


 


SECTION 5.06.     When
Discharge Of Senior Priority Obligations Deemed To Not Have Occurred. If, at any time after the Discharge of Senior Priority
Obligations has occurred, Holdings, the Borrower or any Subsidiary Incurs any Senior Priority Obligations (other than in respect
of the payment of indemnities surviving the Discharge of Senior Priority Obligations), then such Discharge of Senior Priority
Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to
any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of Senior Priority
Obligations) and the applicable agreement governing such Senior Priority Obligations shall automatically be treated as a Senior
Priority Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect
of Shared Collateral set forth herein and the agent, representative or trustee for the holders of such Senior Priority Obligations
shall be the Senior Priority Representative for all purposes of this Agreement. Upon receipt of notice of such incurrence (including
the identity of the new Senior Priority Representative), each Second Priority Representative (including the Designated Second
Priority Representative) shall promptly (a) enter into such documents and agreements (at the expense of the Borrower), including
amendments, supplements or modifications to this Agreement, as the Borrower or such new Senior Priority Representative shall reasonably
request in writing in order to provide the new Senior Priority Representative the rights of a Senior Priority Representative contemplated
hereby, (b) deliver to such Senior Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral,
including all proceeds thereof, held or controlled by such Second Priority Representative or any of its agents or bailees, including
the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements
and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord
waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, (c) notify
any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies
of any Grantor issued by such insurance carrier and (d) notify any Governmental Authority involved in any condemnation or
similar proceeding involving a Grantor that the new Senior Priority Representative is entitled to approve any awards granted in
such proceeding.


 






    Exhibit H-2-21
 


     


    

 


ARTICLE 6


Insolvency or Liquidation Proceedings


 


SECTION 6.01.     Financing
Issues. Until the Discharge of Senior Priority Obligations has occurred, if Holdings, the Borrower or any other Grantor shall
be subject to any Insolvency or Liquidation Proceeding, then each Second Priority Representative, for itself and on behalf of
each Second Priority Secured Party under its Second Priority Debt Facility, agrees that (A) if
any Senior Priority Representative or any Senior Priority Secured Party shall desire to consent (or not object) to the sale, use
or lease of cash or other collateral or to consent (or not object) to Holdings’, the Borrower’s or any other Grantor’s
obtaining financing under Section 363 or Section 364 of Title 11 of the United States Code (the “Bankruptcy
Code”) or any similar provision of any other Bankruptcy Law (“DIP Financing”),
it will raise no objection to and will not otherwise contest such sale, use or lease of such cash or other collateral or such
DIP Financing and, except to the extent permitted by the proviso in clause (ii) of
Section 3.01(a) and Section 6.03, will not request adequate protection or any other relief in connection therewith
and, to the extent the Liens securing any Senior Priority Obligations are subordinated to or have the same priority as the Liens
securing such DIP Financing, will subordinate (and will be deemed hereunder to have
subordinated) its Liens in the Shared Collateral to (x) such DIP Financing
(and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated
to Liens securing Senior Priority Obligations under this Agreement, (y) any adequate protection Liens provided to the Senior
Priority Secured Parties and (z) “carve-out” for professional and United States Trustee fees agreed to by the
Senior Priority Representatives, (B) it will raise no objection to (and will
not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement
in respect of Senior Priority Obligations made by any Senior Priority Representative or any other Senior Priority Secured Party,
(C) it will raise no objection to (and will not otherwise contest) any lawful
exercise by any Senior Priority Secured Party of the right to credit bid Senior Priority Obligations at any sale in foreclosure
of Senior Priority Collateral (including pursuant to Section 363(k) of the Bankruptcy Code or any similar provision
under any other applicable Bankruptcy Law) or to exercise any rights under Section 1111(b) of the Bankruptcy Code with
respect to the Senior Priority Collateral, (D) it will raise no objection to
(and will not otherwise contest) any other request for judicial relief made in any court by any Senior Priority Secured Party
relating to the lawful enforcement of any Lien on Senior Priority Collateral and (E) it
will raise no objection to (and will not otherwise contest or oppose) any Disposition (including pursuant to Section 363
of the Bankruptcy Code) of assets of any Grantor for which any Senior Priority Representative has consented that provides, to
the extent such Disposition is to be free and clear of Liens, that the Liens securing the Senior Priority Obligations and the
Second Priority Debt Obligations will attach to the Proceeds of the sale on the same basis of priority as the Liens on the Shared
Collateral securing the Senior Priority Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt
Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority
Secured Party under its Second Priority Debt Facility, agrees that notice received three Business Days prior to the entry of an
order approving such usage of cash or other collateral or approving such financing shall be adequate notice.


 






    Exhibit H-2-22
 


     


    

 


SECTION 6.02.     Relief
From The Automatic Stay. Until the Discharge of Senior Priority Obligations has occurred, each Second Priority Representative,
for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt Facility, agrees that none of them
shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding or take any action in
derogation thereof, in each case in respect of any Shared Collateral, without the prior written consent of the Designated Senior
Priority Representative.


 


SECTION 6.03.     Adequate
Protection. Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its
Second Priority Debt Facility, agrees that none of them shall object, contest or support any other Person objecting to or contesting
(a) any request by any Senior Priority Representative or any Senior Priority Secured Parties for adequate protection, (b) any
objection by any Senior Priority Representative or any Senior Priority Secured Parties to any motion, relief, action or proceeding
based on any Senior Priority Representative’s or Senior Priority Secured Party’s claiming a lack of adequate protection
or (c) the payment of interest, fees, expenses or other amounts of any Senior Priority Representative or any other Senior
Priority Secured Party under Section 506(b) or 506(c) of Title 11 of the United States Code or any similar provision
of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency
or Liquidation Proceeding, (i) if the Senior Priority Secured Parties (or any subset thereof) are granted adequate protection
in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under
Section 363 or 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law, then each
Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority Debt
Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional
collateral, which Lien or superpriority claim is subordinated to the Liens securing all Senior Priority Obligations and such DIP
Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second Priority Debt Obligations
are so subordinated to the Liens securing Senior Priority Obligations under this Agreement and (ii) in the event any Second
Priority Representatives, for themselves and on behalf of the Second Priority Secured Parties under their Second Priority Debt
Facilities, seek or request adequate protection and such adequate protection is granted in the form of additional collateral,
then such Second Priority Representatives, for themselves and on behalf of each Second Priority Secured Party under their Second
Priority Debt Facilities, agree that each Senior Priority Representative shall also be granted a senior Lien on such additional
collateral as security for the Senior Priority Obligations and any such DIP Financing and that any Lien on such additional collateral
securing the Second Priority Debt Obligations shall be subordinated to the Liens on such collateral securing the Senior Priority
Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Priority
Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Debt Obligations are
so subordinated to such Liens securing Senior Priority Obligations under this Agreement.


 


SECTION 6.04.     Preference
Issues. If any Senior Priority Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge,
turn over or otherwise pay any amount to the estate of Holdings, the Borrower or any other Grantor (or any trustee, receiver or
similar Person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect or for
any other reason (any such amount, a “Recovery”), whether received as Proceeds of security, enforcement of
any right of setoff or otherwise, then the Senior Priority Obligations shall be reinstated to the extent of such Recovery and
deemed to be outstanding as if such payment had not occurred and the Senior Priority Secured Parties shall be entitled to the
benefits of this Agreement until a Discharge of Senior Priority Obligations with respect to all such recovered amounts. If this
Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and
such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto.
Each Second Priority Representative, for itself and on behalf of each Second Priority Secured Party under its Second Priority
Debt Facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating
to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood
and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for
application in accordance with the priorities set forth in this Agreement. Without limiting the generality of the foregoing, to
the extent that Senior Priority Secured Parties are granted adequate protection in the form of payments in the amount of current
post-petition fees and expenses, and/or other cash payments, then the Second Priority Representatives, for themselves and on behalf
of the Second Priority Secured Parties under the Second Priority Debt Facilities, shall not be prohibited from seeking adequate
protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments
(as applicable), subject to the right of the Senior Priority Secured Parties to object to the reasonableness of the amounts of
fees and expenses or other cash payments so sought by the Second Priority Secured Parties.


 






    Exhibit H-2-23
 


     


    





 


SECTION 6.05.     Separate
Grants Of Security And Separate Classifications. Each Second Priority Representative, for itself and on behalf of each Second
Priority Secured Party under its Second Priority Debt Facility, acknowledges and agrees that (a) the grants of Liens pursuant
to the Senior Priority Collateral Documents and the Second Priority Collateral Documents constitute separate and distinct grants
of Liens and (b) because of, among other things, their differing rights in the Shared Collateral, the Second Priority Debt
Obligations are fundamentally different from the Senior Priority Obligations and must be separately classified in any plan of
reorganization proposed or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties
as provided in the immediately preceding sentence, if it is held that any claims of the Senior Priority Secured Parties and the
Second Priority Secured Parties in respect of the Shared Collateral constitute a single class of claims (rather than separate
classes of senior and junior secured claims), then each Second Priority Representative, for itself and on behalf of each Second
Priority Secured Party under its Second Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be
made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Shared Collateral
(with the effect being that, to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring
all claims held by the Second Priority Secured Parties), the Senior Priority Secured Parties shall be entitled to receive, in
addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in
respect of post-petition interest (whether or not allowed or allowable) before any distribution is made in respect of the Second
Priority Debt Obligations, with each Second Priority Representative, for itself and on behalf of each Second Priority Secured
Party under its Second Priority Debt Facility, hereby acknowledging and agreeing to turn over to the Designated Senior Priority
Representative amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence,
even if such turnover has the effect of reducing the claim or recovery of the Second Priority Secured Parties.


 


SECTION 6.06.     No
Waivers Of Rights Of Senior Priority Secured Parties. Nothing contained herein shall, except as expressly provided herein,
prohibit or in any way limit any Senior Priority Representative or any other Senior Priority Secured Party from objecting in any
Insolvency or Liquidation Proceeding or otherwise to any action taken by any Second Priority Secured Party, including the seeking
by any Second Priority Secured Party of adequate protection or the asserting by any Second Priority Secured Party of any of its
rights and remedies under the Second Priority Debt Documents or otherwise.


 


SECTION 6.07.     Application.
This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of
Title 11 of the United States Code or any similar provision of any other Bankruptcy Law, shall be effective before, during and
after the commencement of any Insolvency or Liquidation Proceeding. The relative rights as to the Shared Collateral and proceeds
thereof shall continue after the commencement of any Insolvency or Liquidation Proceeding on the same basis as prior to the date
of the petition therefor, subject to any court order approving the financing of, or use of cash collateral by, any Grantor. All
references herein to any Grantor shall include such Grantor as a debtor-in-possession and any receiver or trustee for such Grantor.


 






    Exhibit H-2-24
 


     


    

 


SECTION 6.08.     Other
Matters. To the extent that any Second Priority Representative or any Second Priority Secured Party has or acquires rights
under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision of any other Bankruptcy
Law with respect to any of the Shared Collateral, such Second Priority Representative, on behalf of itself and each Second Priority
Secured Party under its Second Priority Debt Facility, agrees not to assert any such rights without the prior written consent
of each Senior Priority Representative; provided that if requested by any Senior Priority Representative, such Second Priority
Representative shall timely exercise such rights in the manner requested by the Senior Priority Representatives (acting unanimously),
including any rights to payments in respect of such rights.


 


SECTION 6.09.     506(c) Claims.
Until the Discharge of Senior Priority Obligations has occurred, each Second Priority Representative, on behalf of itself and
each Second Priority Secured Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim
under Section 506(c) of Title 11 of the United States Code or any similar provision of any other Bankruptcy Law senior
to or on a parity with the Liens securing the Senior Priority Obligations for costs or expenses of preserving or disposing of
any Shared Collateral.


 


SECTION 6.10.     Reorganization
Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon
any property of the reorganized debtor are distributed, pursuant to a plan of reorganization or similar dispositive restructuring
plan, on account of both the Senior Priority Obligations and the Second Priority Debt Obligations, then, to the extent the debt
obligations distributed on account of the Senior Priority Obligations and on account of the Second Priority Debt Obligations are
secured by Liens upon the same assets or property, the provisions of this Agreement will survive the distribution of such debt
obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.


 


SECTION 6.11.     Post-Petition
Interest.


 


(a)          None
of the Second Priority Representatives or any other Second Priority Secured Party shall oppose or seek to challenge any claim
by any Senior Priority Representative or any Senior Priority Secured Party for allowance in any Insolvency or Liquidation Proceedings
of Senior Priority Obligations consisting of claims for post-petition interest, fees, costs, expenses, and/or other charges, under
Section 506(b) of the Bankruptcy Code or otherwise (for this purpose ignoring all claims and Liens held by the Second
Priority Secured Parties on the Shared Collateral).


 


(b)          None
of the Senior Priority Representatives or any Senior Priority Secured Party shall oppose or seek to challenge any claim by any
Second Priority Representative or any other Second Priority Secured Party for allowance in any Insolvency or Liquidation Proceedings
of Second Priority Debt Obligations consisting of claims for post-petition interest, fees, costs, expenses, and/or other charges,
under Section 506(b) of the Bankruptcy Code or otherwise, to the extent of the value of the Lien of the Second Priority
Representatives on behalf of the Second Priority Secured Parties on the Shared Collateral (after taking into account the Senior
Priority Obligations and the Senior Priority Liens).


 






    Exhibit H-2-25
 


     


    

 


ARTICLE 7


Reliance; Etc.


 


SECTION 7.01.     Reliance.
The consent by the Senior Priority Secured Parties to the execution and delivery of the Second Priority Debt Documents to which
the Senior Priority Secured Parties have consented and all loans and other extensions of credit made or deemed made on and after
the date hereof by the Senior Priority Secured Parties to Holdings, the Borrower or any Subsidiary shall be deemed to have been
given and made in reliance upon this Agreement. Each Second Priority Representative, on behalf of itself and each Second Priority
Secured Party under its Second Priority Debt Facility, acknowledges that it and such Second Priority Secured Parties have, independently
and without reliance on any Senior Priority Representative or other Senior Priority Secured Party, and based on documents and
information deemed by them appropriate, made their own credit analysis and decision to enter into the Second Priority Debt Documents
to which they are party or by which they are bound, this Agreement and the transactions contemplated hereby and thereby, and they
will continue to make their own credit decision in taking or not taking any action under the Second Priority Debt Documents or
this Agreement.


 


SECTION 7.02.     No
Warranties Or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under
its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Priority Representative nor any other Senior
Priority Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity,
legality, completeness, collectibility or enforceability of any of the Senior Priority Debt Documents, the ownership of any Shared
Collateral or the perfection or priority of any Liens thereon. The Senior Priority Secured Parties will be entitled to manage
and supervise their respective loans and extensions of credit under the Senior Priority Debt Documents in accordance with Applicable
Law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Priority Secured Parties may manage
their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the
Second Priority Secured Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither
any Senior Priority Representative nor any other Senior Priority Secured Party shall have any duty to any Second Priority Representative
or Second Priority Secured Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance
of an event of default or default under any agreement with Holdings, the Borrower or any Subsidiary (including the Second Priority
Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this
Agreement, the Senior Priority Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the
Second Priority Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties,
express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value
or collectibility of any of the Senior Priority Obligations, the Second Priority Debt Obligations or any guarantee or security
which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer
any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.


 


SECTION 7.03.     Obligations
Unconditional. All rights, interests, agreements and obligations of the Senior Priority Representatives, the Senior Priority
Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties hereunder shall remain in full force
and effect irrespective of:


 


(a)          any
lack of validity or enforceability of any Senior Priority Debt Document or any Second Priority Debt Document;


 


(b)          any
change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Priority Obligations or
Second Priority Debt Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof,
whether by course of conduct or otherwise, of the terms of the First Lien Credit Agreement or any other Senior Priority Debt Document
or of the terms of any Second Priority Debt Document;


 






    Exhibit H-2-26
 


     


    

 


(c)          any
exchange of any security interest in any Shared Collateral or any other collateral or any amendment, waiver or other modification,
whether in writing or by course of conduct or otherwise, of all or any of the Senior Priority Obligations or Second Priority Debt
Obligations or any guarantee thereof;


 


(d)          the
commencement of any Insolvency or Liquidation Proceeding in respect of Holdings, the Borrower or any other Grantor; or


 


(e)          any
other circumstances that otherwise might constitute a defense available to, or a discharge of, (i) Holdings, the Borrower
or any other Grantor in respect of the Senior Priority Obligations or (ii) any Second Priority Representative or Second Priority
Secured Party in respect of this Agreement.


 


ARTICLE 8


Miscellaneous


 


SECTION 8.01.     Conflicts.
Subject to Section 8.18, in the event of any conflict between the provisions of this Agreement and the provisions of any
Senior Priority Debt Document or any Second Priority Debt Document, the provisions of this Agreement shall govern. Notwithstanding
the foregoing, the relative rights and obligations of the Senior Priority Representatives and the Senior Priority Secured Parties
(as amongst themselves) with respect to any Senior Priority Collateral shall be governed by the terms of the First Lien Intercreditor
Agreement and in the event of any conflict between the First Lien Intercreditor Agreement and this Agreement, the provisions of
the First Lien Intercreditor Agreement shall control.


 


SECTION 8.02.     Continuing
Nature Of This Agreement; Severability. Subject to Section 6.04, this Agreement shall continue to be effective until
the Discharge of Senior Priority Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the
Senior Priority Secured Parties may continue, at any time and without notice to the Second Priority Representatives or any Second
Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of Holdings,
the Borrower or any Subsidiary constituting Senior Priority Obligations in reliance hereon. The terms of this Agreement shall
survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 8.03.     Amendments;
Waivers.


 


(a)          No
failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights
and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle
such party to any other or further notice or demand in similar or other circumstances.


 






    Exhibit H-2-27
 


     


    

 


(b)          This
Agreement may be amended in writing signed by each Representative (in each case, acting in accordance with the documents governing
the applicable Debt Facility); provided that any such amendment, supplement or waiver which by the terms of this Agreement
requires the Borrower’s consent or which increases the obligations or reduces the rights of Holdings, the Borrower or any
Grantor, shall require the consent of the Borrower. Any such amendment, supplement or waiver shall be in writing and shall be
binding upon the Senior Priority Secured Parties and the Second Priority Secured Parties and their respective successors and assigns.


 


(c)          Notwithstanding
the foregoing, without the consent of any Secured Party, any Representative may become a party hereto by execution and delivery
of a Joinder Agreement in accordance with Section 8.09 of this Agreement and, upon such execution and delivery, such Representative
and the Secured Parties and Senior Priority Obligations or Second Priority Debt Obligations of the Debt Facility for which such
Representative is acting shall be subject to the terms hereof.


 


SECTION 8.04.     Information
Concerning Financial Condition Of Holdings, The Borrower And The Subsidiaries. The Senior Priority Representatives, the Senior
Priority Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties shall each be responsible
for keeping themselves informed of (a) the financial condition of Holdings, the Borrower and the Subsidiaries and all endorsers
or guarantors of the Senior Priority Obligations or the Second Priority Debt Obligations and (b) all other circumstances
bearing upon the risk of nonpayment of the Senior Priority Obligations or the Second Priority Debt Obligations. The Senior Priority
Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties
shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such
circumstances or otherwise. In the event that any Senior Priority Representative, any Senior Priority Secured Party, any Second
Priority Representative or any Second Priority Secured Party, in its sole discretion, undertakes at any time or from time to time
to provide any such information to any other party, it shall be under no obligation to (i) make, and the Senior Priority
Representatives, the Senior Priority Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties
shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy,
completeness, truthfulness or validity of any such information so provided, (ii) provide any additional information or to
provide any such information on any subsequent occasion, (iii) undertake any investigation or (iv) disclose any information
that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise
required to maintain confidential.


 


SECTION 8.05.     Subrogation.
Each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second Priority Debt
Facility, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Senior
Priority Obligations has occurred.


 


SECTION 8.06.     Application
Of Payments. Except as otherwise provided herein, all payments received by the Senior Priority Secured Parties may be applied,
reversed and reapplied, in whole or in part, to such part of the Senior Priority Obligations as the Senior Priority Secured Parties,
in their sole discretion, deem appropriate, consistent with the terms of the Senior Priority Debt Documents. Except as otherwise
provided herein, each Second Priority Representative, on behalf of itself and each Second Priority Secured Party under its Second
Priority Debt Facility, assents to any such extension or postponement of the time of payment of the Senior Priority Obligations
or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security
that may at any time secure any part of the Senior Priority Obligations and to the addition or release of any other Person primarily
or secondarily liable therefor.


 






    Exhibit H-2-28
 


     


    

 


SECTION 8.07.     Additional
Grantors. Holdings and the Borrower agree that, if any Subsidiary shall become a Grantor after the date hereof, they will
promptly cause such Subsidiary to become party hereto by executing and delivering an instrument in the form of Annex I. Upon such
execution and delivery, such Subsidiary will become a Grantor hereunder with the same force and effect as if originally named
as a Grantor herein. The execution and delivery of such instrument shall not require the consent of any other party hereunder,
and will be acknowledged by the Designated Second Priority Representative and the Designated Senior Priority Representative. The
rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new
Grantor as a party to this Agreement.


 


SECTION 8.08.     Dealings
With Grantors. Upon any application or demand by Holdings, the Borrower or any other Grantor to any Representative to take
or permit any action under any of the provisions of this Agreement or under any Collateral Document (if such action is subject
to the provisions hereof), Holdings, the Borrower or such other Grantor, as appropriate, shall furnish to such Representative
a certificate of an Authorized Officer (an “Officer’s Certificate”) stating that all conditions precedent,
if any, provided for in this Agreement or such Collateral Document, as the case may be, relating to the proposed action have been
complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically
required by any provision of this Agreement or any Collateral Document relating to such particular application or demand, no additional
certificate or opinion need be furnished.


 


SECTION 8.09.     Additional
Debt Facilities.


 


(a)          To
the extent, but only to the extent, permitted by the provisions of the Senior Priority Debt Documents and the Second Priority
Debt Documents, the Borrower, Holdings or any other Grantor may Incur one or more series or classes of Additional Second Priority
Debt and one or more series or classes of Additional Senior Priority Debt. Any such additional class or series of Additional Second
Priority Debt (the “Second Priority Class Debt”) may be secured by a junior priority, subordinated Lien
on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority
Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a
 “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority
Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second
Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (iii),
as applicable, of the immediately succeeding paragraph, and Section 8.09(b). Any such additional class or series of Senior
Priority Debt Facilities (the “Senior Priority Class Debt”; and the Senior Priority Class Debt and
Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior priority Lien
on Shared Collateral, in each case under and pursuant to the Senior Priority Collateral Documents, if and subject to the condition
that the Representative of any such Senior Priority Class Debt (each, a “Senior Priority Class Debt Representative”;
and the Senior Priority Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the
 “Class Debt Representatives”), acting on behalf of the holders of such Senior Priority Class Debt
(such Representative and holders in respect of any such Senior Priority Class Debt being referred to as the “Senior
Priority Class Debt Parties; and the Senior Priority Class Debt Parties and Second Priority Class Debt Parties,
collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions
set forth in clauses (i) through (iii), as applicable, of the immediately succeeding paragraph, and Section 8.09(b).
In order for a Class Debt Representative to become a party to this Agreement:


 






    Exhibit H-2-29
 


     


    

 


(i)          such
Class Debt Representative shall have executed and delivered to the Designated Senior Priority Representative and the Designated
Second Priority Representative Joinder Agreement substantially in the form of Annex II (if such Representative is a Second Priority
Class Debt Representative) or Annex III (if such Representative is a Senior Priority Class Debt Representative) (with
such changes as may be reasonably approved by the Designated Senior Priority Representative and such Class Debt Representative)
pursuant to which it becomes a Representative hereunder, and the Class Debt in respect of which such Class Debt Representative
is the Representative and the related Class Debt Parties become subject hereto and bound hereby;


 


(ii)         the
Borrower shall have delivered to the Designated Senior Priority Representative an Officer’s Certificate stating that the
conditions set forth in this Section 8.09 are satisfied with respect to such Class Debt and, if requested, true and
complete copies of each of the Second Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such
Class Debt, certified as being true and correct by an Authorized Officer of the Borrower; and


 


(iii)        the
Second Priority Debt Documents or Senior Priority Debt Documents, as applicable, relating to such Class Debt shall provide,
or shall be amended on terms and conditions reasonably approved by the Designated Senior Priority Representative and such Class Debt
Representative, that each Class Debt Party with respect to such Class Debt will be subject to and bound by the provisions
of this Agreement in its capacity as a holder of such Class Debt.


 


(b)          With
respect to any Class Debt that is Incurred after the Closing Date, the Borrower and each of the other Grantors agrees to
take such actions (if any) as may from time to time reasonably be requested by any Senior Priority Representative, any Second
Priority Representative or any Major Second Priority Representative, and enter into such technical amendments, modifications and/or
supplements to this Agreement or the then existing Guarantees and Collateral Documents (or execute and deliver such additional
Collateral Documents) as may from time to time be reasonably requested by such Persons, to ensure that the Class Debt is
secured by, and entitled to the benefits of, the relevant Collateral Documents relating to such Class Debt, and each Secured
Party (by its acceptance of the benefits hereof) hereby agrees to, and authorizes the Designated Senior Priority Representative
and the Designated Second Priority Representative, as the case may be, to enter into, any such technical amendments, modifications
and/or supplements (and additional Collateral Documents).


 


SECTION 8.10.     Consent
To Jurisdiction; Waivers. Each Representative, on behalf of itself and the Secured Parties of the Debt Facility for which
it is acting, irrevocably and unconditionally:


 


(a)          submits
for itself and its property in any legal action or proceeding relating to this Agreement and the Collateral Documents, or for
recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State
of New York in the County of New York, the courts of the United States of America for the Southern District of New York in the
County of New York, and appellate courts from any thereof;


 


(b)          consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;


 


(c)          agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Representative) at the address referred
to in Section 8.11;


 






    Exhibit H-2-30
 


     


    

 


(d)          agrees
that nothing herein shall affect the right of any other party hereto (or any Secured Party) to effect service of process in any
other manner permitted by law; and


 


(e)          waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 8.10 any special, exemplary, punitive or consequential damages.


 


SECTION 8.11.     Notices.
All notices, requests, demands and other communications provided for or permitted hereunder shall be in writing and shall
be sent:


 


		(i)	if to Holdings,
                                         the Borrower or any Grantor, to the Borrower, at its address at:



 


MPH Acquisition Holdings LLC
or MPH Acquisition Corp 1


c/o MultiPlan


535 East Diehl Road


Naperville, IL 60563


Attention: Chief Financial Officer


Tel: [_____]


Facsimile: [_____]


 


		(ii)	if to the First
                                         Lien Collateral Agent, to it at:



 


Barclays Bank PLC


745 7th Avenue


24th Floor


New York, NY 10019


Attention: Christine Aharonian


Tel: [_____ ]


Electronic mail: [_____]


 


		(iii)	if to the Second Lien Agent, to it at:



 


[___]


 


(iv)         if
to any other Representative, to it at the address specified by it in the Joinder Agreement delivered by it pursuant to Section 8.09.


 


Unless otherwise specifically
provided herein, all notices and other communications given to any party hereto in accordance with the provisions of this Agreement
shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or
on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed
(properly addressed) to such party as provided in this Section 8.11 or in accordance with the latest unrevoked direction
from such party given in accordance with this Section 8.11. As agreed to among Holdings, the Borrower, the Administrative
Agent and the applicable Lenders from time to time, notices and other communications may also be delivered by e-mail to the email
address of a representative of the applicable Person provided from time to time by such Person.


 


SECTION 8.12.     Further
Assurances. Each Senior Priority Representative, on behalf of itself and each Senior Priority Secured Party under the Senior
Priority Debt Facility for which it is acting, and each Second Priority Representative, on behalf of itself, and each Second Priority
Secured Party under its Second Priority Debt Facility, agrees that it will take such further action and shall execute and deliver
such additional documents and instruments (in recordable form, if requested) as the other parties hereto may reasonably request
to effectuate the terms of, and the Lien priorities contemplated by, this Agreement.


 






    Exhibit H-2-31
 


     


    

 


SECTION 8.13.     Governing
Law; Waiver Of Jury Trial.


 


(A)          THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(B)          EACH
PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
AND FOR ANY COUNTERCLAIM THEREIN.


 


SECTION 8.14.     Binding
On Successors And Assigns. This Agreement shall be binding upon the Senior Priority Representatives, the Senior Priority Secured
Parties, the Second Priority Representatives, the Second Priority Secured Parties, Holdings, the Borrower, the other Grantors
party hereto and their respective successors and assigns.


 


SECTION 8.15.     Section Titles.
The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever
and are not a part of this Agreement.


 


SECTION 8.16.     Counterparts.
This Agreement may be executed in one or more counterparts, including by means of facsimile or other electronic method, each of
which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature
page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed
counterpart of this Agreement.


 


SECTION 8.17.     Authorization.
By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties
hereto that it is duly authorized to execute this Agreement. The First Lien Collateral Agent represents and warrants that this
Agreement is binding upon the First Lien Credit Agreement Secured Parties. The Second Lien Agent represents and warrants that
this Agreement is binding upon the Second Lien Agreement Secured Parties.


 


SECTION 8.18.     No
Third Party Beneficiaries; Successors And Assigns. The lien priorities set forth in this Agreement and the rights and benefits
hereunder in respect of such lien priorities shall inure solely to the benefit of the Senior Priority Representatives, the Senior
Priority Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties, and their respective permitted
successors and assigns, and no other Person (including the Grantors, or any trustee, receiver, debtor in possession or bankruptcy
estate in a bankruptcy or like proceeding) shall have or be entitled to assert such rights.


 


SECTION 8.19.     Effectiveness.
This Agreement shall become effective when executed and delivered by the parties hereto.


 






    Exhibit H-2-32
 


     


    

 


SECTION 8.20.     Administrative
Agent And Representative. It is understood and agreed that (a) the First Lien Collateral Agent is entering into this
Agreement in its capacity as administrative agent and collateral agent under the First Lien Credit Agreement and the provisions
of Section 12 of the First Lien Credit Agreement applicable to the Agents (as defined therein) thereunder shall also apply
to the First Lien Collateral Agent hereunder, (b) the Second Lien Agent is entering into this Agreement in its capacity as
[administrative agent and collateral agent] under the Second Lien Agreement and the provisions of Section [ ] of the
Second Lien Agreement applicable to the Agents (as defined therein) thereunder shall also apply to the Second Lien Agent hereunder
and (c) each other Representative party hereto is entering into this Agreement in its capacity as trustee or agent for the
secured parties referenced in the applicable Additional Senior Priority Debt Document or Additional Second Priority Debt Document
(as applicable) and the corresponding exculpatory and liability-limiting provisions of such agreement applicable to such Representative
thereunder shall also apply to such Representative hereunder.


 


SECTION 8.21.     Relative
Rights. Notwithstanding anything in this Agreement to the contrary (except to the extent contemplated by Sections 5.01(a),
5.01(d) or 5.03(b)), nothing in this Agreement is intended to or will (a) amend, waive or otherwise modify the provisions
of the First Lien Credit Agreement, any other Senior Priority Debt Document or any Second Priority Debt Documents, or permit Holdings,
the Borrower or any other Grantor to take any action, or fail to take any action, to the extent such action or failure would otherwise
constitute a breach of, or default under, the First Lien Credit Agreement or any other Senior Priority Debt Document or any Second
Priority Debt Documents, (b) change the relative priorities of the Senior Priority Obligations or the Liens granted under
the Senior Priority Collateral Documents on the Shared Collateral (or any other assets) as among the Senior Priority Secured Parties,
(c) otherwise change the relative rights of the Senior Priority Secured Parties in respect of the Shared Collateral as among
such Senior Priority Secured Parties or (d) obligate Holdings, the Borrower or any other Grantor to take any action, or fail
to take any action, that would otherwise constitute a breach of, or default under, the First Lien Credit Agreement or any other
Senior Priority Debt Document or any Second Priority Debt Document.


 


SECTION 8.22.     Survival
Of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered
to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.


 


[Signatures Follow]


 






    Exhibit H-2-33
 


     


    





 


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


 





	 	BARCLAYS BANK PLC, as First Lien Collateral Agent
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	[       
    ], as Second Lien Agent
	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 






    Exhibit H-2


 


     


    

 


	 	[MPH ACQUISITION CORP 1]
	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	[MPH ACQUISITION HOLDINGS LLC]
	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	[GRANTORS]
	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 






    Exhibit H-2


 


     


    

 


ANNEX I


 


[FORM OF] SUPPLEMENT
NO. [   ] dated as of [               ], 20[  
] to the JUNIOR PRIORITY INTERCREDITOR AGREEMENT dated as of [              
] (the “Junior Priority Intercreditor Agreement”), among [MPH ACQUISITION CORP 1], a Delaware [corporation]
(or any successor thereof) (“Holdings”), [MPH ACQUISITION HOLDINGS LLC], a Delaware [limited liability company]
(the “Borrower”), certain subsidiaries and affiliates of the Borrower (each a “Grantor”),
BARCLAYS BANK PLC or any successor thereof, as Administrative Agent and Collateral Agent under the First Lien Credit Agreement,
[     ] or any successor thereof, as Administrative Agent and Collateral Agent under the Second Lien Agreement,
and the additional Representatives from time to time a party thereto.


 


A.            Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Junior Priority Intercreditor
Agreement.


 


B.            The
Grantors have entered into the Junior Priority Intercreditor Agreement. Pursuant to the First Lien Credit Agreement, certain Additional
Senior Priority Debt Documents and certain Second Priority Debt Documents, certain newly acquired or organized Subsidiaries of
the Borrower are required to enter into the Junior Priority Intercreditor Agreement. Section 8.07 of the Junior Priority
Intercreditor Agreement provides that such Subsidiaries may become party to the Junior Priority Intercreditor Agreement by execution
and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Grantor”)
is executing this Supplement in accordance with the requirements of the First Lien Credit Agreement, the Second Priority Debt
Documents and Additional Senior Priority Debt Documents.


 


Accordingly, the Designated
Senior Priority Representative and the New Subsidiary Grantor agree as follows:


 


SECTION 1.     In
accordance with Section 8.07 of the Junior Priority Intercreditor Agreement, the New Grantor by its signature below becomes
a Grantor under the Junior Priority Intercreditor Agreement with the same force and effect as if originally named therein as a
Grantor, and the New Grantor hereby agrees to all the terms and provisions of the Junior Priority Intercreditor Agreement applicable
to it as a Grantor thereunder. Each reference to a “Grantor” in the Junior Priority Intercreditor Agreement shall
be deemed to include the New Grantor. The Junior Priority Intercreditor Agreement is hereby incorporated herein by reference.


 


SECTION 2.     The
New Grantor represents and warrants to the Designated Senior Priority Representative and the other Secured Parties that this Supplement
has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms.


 


SECTION 3.     This
Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when the Designated Senior Priority Representative shall
have received a counterpart of this Supplement that bears the signature of the New Grantor. Delivery of an executed signature
page to this Supplement by facsimile transmission or other electronic method shall be as effective as delivery of a manually
signed counterpart of this Supplement.


 


SECTION 4.     Except
as expressly supplemented hereby, the Junior Priority Intercreditor Agreement shall remain in full force and effect.


 






    Exhibit H-2


 


     


    

 








SECTION 5.
        THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.


 


SECTION 6.     In
case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect,
no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or
unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Junior Priority
Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close
as possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 7.     All
communications and notices hereunder shall be in writing and given as provided in Section 8.11 of the Junior Priority Intercreditor
Agreement. All communications and notices hereunder to the New Grantor shall be given to it in care of the Borrower as specified
in the Junior Priority Intercreditor Agreement.


 


SECTION 8.     The
Borrower agrees to reimburse the Designated Senior Priority Representative for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Designated Senior Priority
Representative.


 






    Exhibit H-2


 


     


    

 


IN WITNESS WHEREOF,
the New Grantor, and the Designated Senior Priority Representative have duly executed this Supplement to the Junior Priority Intercreditor
Agreement as of the day and year first above written.


 


	 	 	 	 	[NAME OF NEW SUBSIDIARY GRANTOR],
	 	 	 	 	 
	 	 	 	 	By:	 
	 	 	 	 	 	Name:
	 	 	 	 	 	Title:
	Acknowledged by:
	[            
    ], as Designated Senior Priority Representative,
	 
	By:	 	 	 	 
	 	Name:	 	 	 	 
	 	Title:	 	 	 	 
	 	 	 	 	 	 
	[            
    ], as Designated Second Priority Representative,
	 
	By:	 	 	 	 
	 	Name:	     	 	 	 
	 	Title:	 	 	 	 


 






    Exhibit H-2


 


     


    

 


ANNEX II


 


[FORM OF] REPRESENTATIVE
SUPPLEMENT NO. [ ] dated as of [ ], 20[ ] to the JUNIOR PRIORITY INTERCREDITOR AGREEMENT dated as of [ ], 20[     ]
(the “Junior Priority Intercreditor Agreement”), among [MPH ACQUISITION CORP 1], a Delaware [corporation] (or
any successor thereof) (“Holdings”), [MPH ACQUISITION HOLDINGS LLC], a Delaware [limited liability company]
(the “Borrower”), certain subsidiaries and affiliates of the Borrower (each a “Grantor”),
BARCLAYS BANK PLC or any successor thereof, as Administrative Agent and Collateral Agent under the First Lien Credit Agreement,
[ ] or any successor thereof, as Administrative Agent and Collateral Agent under the Second Lien Agreement, and the additional
Representatives from time to time a party thereto.


 


A.            Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Junior Priority Intercreditor
Agreement.


 


B.            As
a condition to the ability of the Borrower, Holdings or any other Grantor to incur Second Priority Class Debt and to secure
such Second Priority Class Debt with the Second Priority Lien and to have such Second Priority Class Debt guaranteed
by the Grantors on a subordinated basis, in each case under and pursuant to the Second Priority Collateral Documents, the Second
Priority Class Representative in respect of such Second Priority Class Debt is required to become a Representative under,
and such Second Priority Class Debt and the Second Priority Class Debt Parties in respect thereof are required to become
subject to and bound by, the Junior Priority Intercreditor Agreement. Section 8.09 of the Junior Priority Intercreditor Agreement
provides that such Second Priority Class Debt Representative may become a Representative under, and such Second Priority
Class Debt and such Second Priority Class Debt Parties may become subject to and bound by, the Junior Priority Intercreditor
Agreement, pursuant to the execution and delivery by the Second Priority Class Debt Representative of an instrument in the
form of this Representative Supplement and the satisfaction of the other conditions set forth in Section 8.09 of the Junior
Priority Intercreditor Agreement. The undersigned Second Priority Class Debt Representative (the “New Representative”)
is executing this Supplement in accordance with the requirements of the Senior Priority Debt Documents and the Second Priority
Debt Documents.


 


Accordingly, the Designated
Senior Priority Representative and the New Representative agree as follows:


 


SECTION 1.     In
accordance with Section 8.09 of the Junior Priority Intercreditor Agreement, the New Representative by its signature below
becomes a Representative under, and the related Second Priority Class Debt and Second Priority Class Debt Parties become
subject to and bound by, the Junior Priority Intercreditor Agreement with the same force and effect as if the New Representative
had originally been named therein as a Representative, and the New Representative, on behalf of itself and such Second Priority
Class Debt Parties, hereby agrees to all the terms and provisions of the Junior Priority Intercreditor Agreement applicable
to it as a Second Priority Representative and to the Second Priority Class Debt Parties that it represents as Second Priority
Secured Parties. Each reference to a “Representative” or “Second Priority Representative”
in the Junior Priority Intercreditor Agreement shall be deemed to include the New Representative. The Junior Priority Intercreditor
Agreement is hereby incorporated herein by reference.


 


SECTION 2.     The
New Representative represents and warrants to the Designated Senior Priority Representative and the other Secured Parties that
(i) it has full power and authority to enter into this Representative Supplement, in its capacity as [agent] [trustee], (ii) this
Representative Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Second Priority Debt Documents
relating to such Second Priority Class Debt provide that, upon the New Representative’s entry into this Agreement,
the Second Priority Class Debt Parties in respect of such Second Priority Class Debt will be subject to and bound by
the provisions of the Junior Priority Intercreditor Agreement as Second Priority Secured Parties.


 






    Exhibit H-2


 


     


    








 


SECTION 3.     This
Representative Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Representative Supplement shall become effective when the Designated Senior
Priority Representative shall have received a counterpart of this Representative Supplement that bears the signature of the New
Representative. Delivery of an executed signature page to this Representative Supplement by facsimile transmission or other
electronic method shall be effective as delivery of a manually signed counterpart of this Representative Supplement.


 


SECTION 4.     Except
as expressly supplemented hereby, the Junior Priority Intercreditor Agreement shall remain in full force and effect.


 


SECTION 5.     
THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 6.     In
case any one or more of the provisions contained in this Representative Supplement should be held invalid, illegal or unenforceable
in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid,
illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the
Junior Priority Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 7.     All
communications and notices hereunder shall be in writing and given as provided in Section 8.11 of the Junior Priority Intercreditor
Agreement. All communications and notices hereunder to the New Representative shall be given to it at the address set forth below
its signature hereto.


 


SECTION 8.     The
Borrower agrees to reimburse the Designated Senior Priority Representative for its reasonable out-of-pocket expenses in connection
with this Representative Supplement, including the reasonable fees, other charges and disbursements of counsel for the Designated
Senior Priority Representative.


 






    Exhibit H-2 


 


     


    

 


IN WITNESS WHEREOF,
the New Representative and the Designated Senior Priority Representative have duly executed this Representative Supplement to
the Junior Priority Intercreditor Agreement as of the day and year first above written.


 





	 	[NAME OF NEW REPRESENTATIVE], as [             ]
    for the holders of [             ],
	 	 
	 	By:	 
	 	 	Name:	                   
	 	 	Title:	 
	 	 	 	 
	 	Address for notices:
	 	 
	 	attention of:	 
	 	Telecopy:	 
	 	[                    ],
	 	as Designated Senior Priority Representative,
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






    Exhibit H-2 


 


     


    

 


	Acknowledged
    by:
	 
	[     ]	 	 
	 	 	 
	By:	 	 	 
	 	Name:	         
	 	Title:	 
	 	 	 
	[     ]	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	THE GRANTORS
	LISTED ON SCHEDULE I HERETO
	 
	By:	 	 	 
	 	Name:	 
	 	Title:	 


 






    Exhibit H-2 





 


     


    

 


ANNEX III


 


[FORM OF] REPRESENTATIVE
SUPPLEMENT NO. [ ] dated as of [ ], 20[ ] to the JUNIOR PRIORITY INTERCREDITOR AGREEMENT dated as of [ ], 20[     ]
(the “Junior Priority Intercreditor Agreement”), among [MPH ACQUISITION CORP 1], a Delaware [corporation] (or
any successor thereof) (“Holdings”), [MPH ACQUISITION HOLDINGS LLC], a Delaware [limited liability company]
(the “Borrower”), certain subsidiaries and affiliates of the Borrower (each a “Grantor”),
BARCLAYS BANK PLC or any successor thereof, and Collateral Agent under the First Lien Credit Agreement, [     ]
or any successor thereof, as Administrative Agent and Collateral Agent under the Second Lien Agreement, and the additional Representatives
from time to time a party thereto.


 


A.            Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Junior Priority Intercreditor
Agreement.


 


B.            As
a condition to the ability of the Borrower, Holdings or any other Grantor to incur Senior Priority Class Debt after the date
of the Junior Priority Intercreditor Agreement and to secure such Senior Priority Class Debt with the Senior Lien and to
have such Senior Priority Class Debt guaranteed by the Grantors on a senior basis, in each case under and pursuant to the
Senior Priority Collateral Documents, the Senior Priority Class Debt Representative in respect of such Senior Priority Class Debt
is required to become a Representative under, and such Senior Priority Class Debt and the Senior Priority Class Debt
Parties in respect thereof are required to become subject to and bound by, the Junior Priority Intercreditor Agreement. Section 8.09
of the Junior Priority Intercreditor Agreement provides that such Senior Priority Class Debt Representative may become a
Representative under, and such Senior Priority Class Debt and such Senior Priority Class Debt Parties may become subject
to and bound by, the Junior Priority Intercreditor Agreement, pursuant to the execution and delivery by the Senior Priority Class Debt
Representative of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions set
forth in Section 8.09 of the Junior Priority Intercreditor Agreement. The undersigned Senior Priority Class Debt Representative
(the “New Representative”) is executing this Supplement in accordance with the requirements of the Senior Priority
Debt Documents and the Second Priority Debt Documents.


 


Accordingly, the Designated
Senior Priority Representative and the New Representative agree as follows:


 


SECTION 1.     In
accordance with Section 8.09 of the Junior Priority Intercreditor Agreement, the New Representative by its signature below
becomes a Representative under, and the related Senior Priority Class Debt and Senior Priority Class Debt Parties become
subject to and bound by, the Junior Priority Intercreditor Agreement with the same force and effect as if the New Representative
had originally been named therein as a Representative, and the New Representative, on behalf of itself and such Senior Priority
Class Debt Parties, hereby agrees to all the terms and provisions of the Junior Priority Intercreditor Agreement applicable
to it as a Senior Priority Representative and to the Senior Priority Class Debt Parties that it represents as Senior Priority
Secured Parties. Each reference to a “Representative” or “Senior Priority Representative”
in the Junior Priority Intercreditor Agreement shall be deemed to include the New Representative. The Junior Priority Intercreditor
Agreement is hereby incorporated herein by reference.


 


SECTION 2.     The
New Representative represents and warrants to the Designated Senior Priority Representative and the other Secured Parties that
(i) it has full power and authority to enter into this Representative Supplement, in its capacity as [agent] [trustee] under
[describe new facility], (ii) this Representative Supplement has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the
Senior Priority Debt Documents relating to such Senior Priority Class Debt provide that, upon the New Representative’s
entry into this Agreement, the Senior Priority Class Debt Parties in respect of such Senior Priority Class Debt will
be subject to and bound by the provisions of the Junior Priority Intercreditor Agreement as Senior Priority Secured Parties.


  






    Exhibit H-2 


 


     


    

 


SECTION 3.     This
Representative Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Representative Supplement shall become effective when the Designated Senior
Priority Representative shall have received a counterpart of this Representative Supplement that bears the signature of the New
Representative. Delivery of an executed signature page to this Representative Supplement by facsimile transmission or other
electronic method shall be effective as delivery of a manually signed counterpart of this Representative Supplement.


 


SECTION 4.     Except
as expressly supplemented hereby, the Junior Priority Intercreditor Agreement shall remain in full force and effect.


 


SECTION 5.     THIS
REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 6.     In
case any one or more of the provisions contained in this Representative Supplement should be held invalid, illegal or unenforceable
in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid,
illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the
Junior Priority Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 7.     All
communications and notices hereunder shall be in writing and given as provided in Section 8.11 of the Junior Priority Intercreditor
Agreement. All communications and notices hereunder to the New Representative shall be given to it at the address set forth below
its signature hereto.


 


SECTION 8.     The
Borrower agrees to reimburse the Designated Senior Priority Representative for its reasonable out-of-pocket expenses in connection
with this Representative Supplement, including the reasonable fees, other charges and disbursements of counsel for the Designated
Senior Priority Representative.


 






    Exhibit H-2 


 


     


    

 


IN WITNESS WHEREOF,
the New Representative and the Designated Senior Priority Representative have duly executed this Representative Supplement to
the Junior Priority Intercreditor Agreement as of the day and year first above written.


 


	 	[NAME OF NEW REPRESENTATIVE], as
    [         ] for the holders of [         
    ],
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	                    
	 	 	 	 
	 	Address
    for notices:
	 	 
	 	attention of:
	 	Telecopy:	 
	 	[        
    ],
	 	as Designated Senior Priority Representative,
	 	 
	 	By:	 	 
	 	 	Name:	   
	 	 	Title:	 


 






    Exhibit H-2 


 


     


    

 


	Acknowledged by:	 
	 	 
	[     ]	 	 
	 	 	 
	By:	 	 
	 	Name:	             	 
	 	Title:	 	 
	 	 	 	 
	[     ]	 	 	 
	 	 	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	THE GRANTORS	 
	LISTED ON SCHEDULE I HERETO	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 






    Exhibit H-2 


 


     


    

 


EXHIBIT I


TO THE CREDIT AGREEMENT


 


FORM OF ASSIGNMENT
AND ACCEPTANCE


 


This Assignment and
Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date (as defined below) and is entered
into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”)
and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood
and agreed that the rights and obligations of [the Assignors][the Assignees] 3 hereunder are several and not joint.]
4 Capitalized terms used in this Assignment and Acceptance and not otherwise defined herein shall have the meanings
specified in the Credit Agreement, dated as of June 7, 2016 (as the same may be amended, supplemented, amended and restated
or otherwise modified from time to time, the “Credit Agreement”), among POLARIS INTERMEDIATE CORP.,
a Delaware corporation, POLARIS MERGER SUB CORP., a Delaware corporation, the Co-Obligors from time to time party thereto,
the Lenders from time to time party thereto, BARCLAYS BANK PLC (the “Administrative Agent”), as the
Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer, GOLDMAN SACHS LENDING PARTNERS LLC,
as Syndication Agent and BANK OF AMERICA, N.A., CITIBANK, N.A. and UBS AG, STAMFORD BRANCH, as Documentation Agents
and the other parties from time to time party thereto, receipt of a copy of which is hereby acknowledged by [the][each] Assignee.


 


The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Acceptance as if set forth herein in full.


 


For an agreed consideration,
[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions set forth in Annex 1 hereto and the Credit Agreement, as of the Effective Date inserted by the Administrative
Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in
[its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including
without limitation any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its
capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known
or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto
or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited
to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the
rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any]
Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an]
 “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except
as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.


 





 



1            For
bracketed language here and elsewhere in this form relating to the Assignor[s], if the assignment is from a single Assignor, choose
the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.


 


2            For
bracketed language here and elsewhere in this form relating to the Assignee[s], if the assignment is to a single Assignee, choose
the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.


 


3            Select
as appropriate.


 


4            Include
bracketed language if there are either multiple Assignors or multiple Assignees.


 






    Exhibit I


 


     


    




 


1.            Assignor[s]:
[NAME OF ASSIGNOR[S]]


 


2.            Assignee[s]:
[NAME OF ASSIGNEE[S]]


 


[Assignee is an [Affiliate][Approved
Fund] of [identify Lender]]


 


Address for Notices: [ADDRESS
FOR NOTICES]


 


3.            Borrower[s]:
[NAME OF BORROWER[S]]


 


4.            Assigned
Interest[s]:


 





	 
 
Assignor[s]5	 	 	 
 
Assignee[s]6	 	 	 
 
Credit
    Facility
 Assigned7 	 	Total

    Commitment/

    Loans of
 all Lenders under
 each Credit
 Facility8	 	 	Amount

    of
 Credit
 Facility
 Assigned	 	 	Percentage

    Assigned of
 Total

    Commitment/

    Loans of all Lenders

    under each Credit

    Facility9’	 	 	 
 
CUSIP

    Number 	 
	                   	 	 	                    	 	 	Initial
    Term Loan Commitment	 	$	      [            	]	 	$	[            	]	 	 	[0.000000000	]%	 	 		 
	 	 	 	 	 	 	Revolving
    Credit Commitment	 	$	[            	]	 	$	[            	]	 	 	[0.000000000	]%	 	 		 
	 	 	 	 	 	 	[Incremental
    Term Loan Facility	 	$	[            	]	 	$	[            	]	 	 	[0.000000000	]%]	 	 		 
	                   	 	 	                    	 	 	[Additional/Replacement
    Revolving Credit Facility	 	$	      [            	]	 	$	[            	]	 	 	[0.000000000	]%]	 	 		 
	 	 	 	 	 	 	[Extended
    Term Loan Facility	 	$	[            	]	 	$	[            	]	 	 	[0.000000000	]%]	 	 		 
	 	 	 	 	 	 	[Extended
    Revolving Credit Facility	 	$	[            	]	 	$	[            	]	 	 	[0.000000000	]%]	 	 		 


 


5.            [Trade
Date:      , 20_ ]10


 


6.            Effective
Date of Assignment (the “Effective Date”):     , 20  .11 [subject to
the payment of an assignment fee in an amount of $3,500 to the Administrative Agent]12.



  





 



5            List
each Assignor, as appropriate.


 


6            List
each Assignee, as appropriate.


 


7            Fill
in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment.


 


8            Amount
to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective
Date


 


9            To
be set forth, to at least 9 decimals, as a percentage of the Total Commitment/Loans of all Lenders under each Credit Facility.


 





10            To
be completed if the Assignor[s] and the Assignee[s] intend that the minimum assignment amount is to be determined as of the Trade
Date.


 


11            To
be inserted by Administrative Agent and which shall be the effective date of recordation of transfer in the Register therefor.


 


12            To
be deleted for assignment made by the Joint Bookrunners, the Lead Arrangers or any of their respective Affiliates in connection
with the primary syndication of the Initial Term Loan Facility, or any assignment by any Principal Investor to any other Principal
Investor.



 






    Exhibit I


 


     


    

 





The terms set forth in this Assignment
and Acceptance are hereby agreed to:


 


	[NAME OF ASSIGNOR], as Assignor	 
	 	 
	By:	 	 
	 	Name:	             	 
	 	Title:	 	 
	 	 	 	 
	[NAME OF ASSIGNOR], as Assignor	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	[NAME OF ASSIGNEE], as Assignee	 
	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	[NAME OF ASSIGNEE], as Assignee	 
	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 


 






    Exhibit I


 


     


    

 


	[Consented to and]13
    Accepted:	 
	 	 
	[                   
    ],	 
	as Administrative Agent	 
	 	 
	By:	 	 
	 	Name:	         	 
	 	Title:	 	 
	 	 	 	 
	[Consented to:	 
	 	 
	MPH ACQUISITION HOLDINGS LLC,	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	                     ]
    14	 


 





 



13            If
required by Section 13.6(b)(i)(B) of Credit Agreement.


 


14            If
required by Section 13.6(b)(i)(A) of Credit Agreement.


 






    Exhibit I


 


     


    

 


ANNEX 1


 


STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
AND ACCEPTANCE


 


1.            Representations
and Warranties and Agreements.


 


1.1          Assignor[s].
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant]
Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any Lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance
and to consummate the transactions contemplated hereby and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the
financial condition of Holdings, the Borrower or any of their Subsidiaries or (iv) the performance or observance by any of
Holdings, the Borrowers or any of their Subsidiaries of any of their respective obligations under any Credit Document.


 


1.2          Assignee[s].
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to
become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender thereunder, (iii) from
and after the Effective Date, it shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance,
have the rights and obligations of a Lender under the Credit Agreement, (iv) it is sophisticated with respect to decisions
to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making
its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it is not a Disqualified
Lender and (vi) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to
receive copies of the most recent financial statements delivered pursuant to Section 9.1 of the Credit Agreement, and such
other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment
and Acceptance and to purchase [the][such] Assigned Interest on the basis of which it has made such analysis and decision independently
and without reliance on the Administrative Agent or any other Lender, (b) appoints and authorizes the Administrative Agent
and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and
the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms thereof,
together with such powers as are reasonably incidental thereto and (c) agrees that (i) it will, independently and without
reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit
Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit
Documents are required to be performed by it as a Lender, including, if it is a Non-U.S. Lender, its obligations pursuant to Section 5.4
of the Credit Agreement.


 


2.            Payments:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest
(including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued
to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective
Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid
or payable in kind from and after the Effective Date to [the][the relevant] Assignee.


 






    Exhibit I


 


     


    

 


3.            General
Provisions.


 


3.1          In
accordance with Section 13.6 of the Credit Agreement, upon execution, delivery, acceptance and recording of this Assignment
and Acceptance, from and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender under the Credit Agreement with
Commitments as set forth herein and (b) the Assignor shall, to the extent of the Assigned Interest assigned pursuant to this
Assignment and Acceptance, be released from its obligations under the Credit Agreement (and if this Assignment and Acceptance
covers all of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party to
the Credit Agreement but shall continue to be entitled to the benefits of Sections 2.10, 2.11, 3.5, 5.4, 13.5, 13.12 and 13.15
thereof).


 


3.2          This
Assignment and Acceptance shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on
any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “PDF or “TIF”
file)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment
and Acceptance and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by and
interpreted under the law of the state of New York.


 






    Exhibit I


 


     


    

 



 


EXHIBIT J


TO THE CREDIT AGREEMENT


 


FORM OF AFFILIATED
LENDER ASSIGNMENT AND ACCEPTANCE


 


This Affiliated Lender
Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Effective Date (as defined below)
and is entered into by and between the Assignor (as defined below) and the Assignee (as defined below). Capitalized terms used
in this Assignment and Acceptance and not otherwise defined herein shall have the meanings specified in the Credit Agreement,
dated as of June 7, 2016 (as the same may be amended, supplemented, amended and restated or otherwise modified from time
to time, the “Credit Agreement”), among POLARIS INTERMEDIATE CORP., a Delaware corporation, POLARIS
MERGER SUB CORP., a Delaware corporation, the Co-Obligors from time to time party thereto, the Lenders from time to time party
thereto, BARCLAYS BANK PLC (the “Administrative Agent”), as the Administrative Agent, Collateral Agent,
Swingline Lender and Letter of Credit Issuer, GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent and BANK OF AMERICA,
N.A., CITIBANK, N.A. and UBS AG, STAMFORD BRANCH, as Documentation Agents and the other parties from time to time party
thereto, receipt of a copy of which is hereby acknowledged by the Assignee.


 


The Standard Terms
and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Acceptance as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions set forth in Annex 1 hereto and the Credit Agreement,
as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto
to the extent related to the amount and percentage interest identified below of the Credit Facility identified below and (ii) to
the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor
(in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement,
any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on
or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above
(the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively
as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Acceptance, without representation or warranty by the Assignor.


 


1.            Assignor
(the “Assignor”): [NAME OF ASSIGNOR]


 


2.            Assignee
(the “Assignee”): [NAME OF ASSIGNEE]


 






    Exhibit J 


 


     


    

 


3.            Borrower:
[NAME OF BORROWER]


 


4.            Assigned
Interest:


 


	Credit
    Facility	 	Total

    Commitment/Loans
 of all Lenders
 under each Credit
 Facility	 	 	Amount
    of Credit
 Facility Assigned12 	 	 	Percentage
    Assigned of
 Total
 Commitment/Loans of
 all Lenders under each
 Credit Facility3	 	 	CUSIP

    Number	 
	Initial
    Term Loan Commitment	 	$	[          	] 	 	$	[          	] 	 	 	[0.000000000	]%	 	 		 
	[Incremental
    Term Loan Facility	 	$	[          	] 	 	$	[          	] 	 	 	[0.000000000	]%]	 	 	          	 
	[Extended
    Term Loan Facility	 	$	[          	] 	 	$	[          	] 	 	 	[0.000000000	]%]	 	 		 



 


4.            [Trade
Date:      , 20   ]4


 


5.            Effective
Date of Assignment (the “Effective Date”):    , 20   ,5 [subject
to the payment of an assignment fee in an amount of $3,500 to the Administrative Agent]6.


 


The terms set forth in this
Assignment and Acceptance are hereby agreed to:


 


	 	[NAME OF ASSIGNOR], as Assignor
	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:	 
	 	 	 	 
	 	[NAME OF ASSIGNEE], as Assignee


 





 



1            Lenders
shall not be permitted to assign Revolving Credit Commitments, Revolving Credit Loans, Additional/Replacement Revolving Credit
Loans, Additional/Replacement Revolving Credit Commitments, Extended Revolving Credit Commitments or Extended Revolving Credit
Loans to any Purchasing Borrower Party or any Affiliated Lender.


 


2            Amount
to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective
Date.


 


3            To
be set forth, to at least 9 decimals, as a percentage of the Total Commitment/Loans of all Lenders under each Credit Facility.


 


4            To
be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.


 


5            To
be inserted by Administrative Agent and which shall be the effective date of recordation of transfer in the Register therefor.


 


6            To
be deleted for assignment made by Joint Bookrunners, the Lead Arrangers or any of their respective Affiliates in connection with
the primary syndication of the Initial Term Loan Facility.


 






    Exhibit J 


 


     


    

 


	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 






    Exhibit J 


 


     


    

 


	[Consented to and]7 Accepted:	 
	 	 
	[                        
     ],	 
	as Administrative Agent	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 
	[Consented to:	 
	 	 
	MPH ACQUISITION HOLDINGS LLC	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title: ]8	 	 


 





 



7            If
required by Section 13.6(b)(i)(B) of Credit Agreement.


 


8            If
required by Section 13.6(b)(i)(A) of Credit Agreement.


 






    Exhibit J 


 


     


    

 


STANDARD TERMS AND
CONDITIONS FOR





AFFILIATED LENDER
ASSIGNMENT AND ACCEPTANCE


 


1.            Representations
and Warranties and Agreements.


 


1.1          Assignor.
The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any Lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated
hereby and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or
in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of
Holdings, the Borrower or any of their Subsidiaries or (iv) the performance or observance by any of Holdings, the Borrowers
or any of their Subsidiaries of any of their respective obligations under any Credit Document.


 


1.2          Assignee.
The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required
to be satisfied by it in order to acquire the Assigned Interest and become a Lender thereunder, (iii) from and after the
Effective Date, it shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Lender under the Credit Agreement, (iv) it is a [Purchasing Borrower Party][Affiliated Lender],
as such term is defined in the Credit Agreement, (v) after giving pro forma effect to the purchase, assumption and assignment
of Term Loans pursuant to Section 13.6(g) of the Credit Agreement, the aggregate principal amount of all Term Loans
of such Class outstanding held by Affiliated Lenders that are Non-Debt Fund Affiliates as of the Effective Date does not
exceed 25% of all Term Loans of such Class then outstanding under the Credit Agreement, (vi) it is sophisticated with
respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (vii) it
is not a Disqualified Lender[,][ and] (viii) it has received a copy of the Credit Agreement, and has received or has been
accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 9.1 of the
Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment and Acceptance and to purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or any other Lender [and (ix) it is not using
the proceeds from Revolving Credit Loans, Extended Revolving Credit Loans, Swingline Loans or Additional/Replacement Revolving
Credit Loans (or any other revolving credit facility that is effective in reliance on Section 10.1(a) or Section 10.1(u) of
the Credit Agreement) to purchase any Term Loans]9, (b) appoints and authorizes the Administrative Agent and the
Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other
Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, respectively, by the terms thereof, together
with such powers as are reasonably incidental thereto and (c) agrees that (i) it will, independently and without reliance
on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents and (ii) it
will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to
be performed by it as a Lender, including, if it is a Non-U.S. Lender, its obligations pursuant to Section 5.4 of the Credit
Agreement.


 





 



9            To
be inserted if assignment to a Purchasing Borrower Party.


 






    Exhibit J 


 


     


    

 


2.            Payments:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective
Date and to the relevant Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing,
the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the
Effective Date to the Assignee.


 


3.            General
Provisions.


 


3.1          In
accordance with Section 13.6 of the Credit Agreement, upon execution, delivery, acceptance and recording of this Assignment
and Acceptance, from and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the
extent provided in this Assignment and Acceptance (subject to the limitations set forth in Section 13.6(g)(ii) and Section 13.6(h) of
the Credit Agreement), have the rights and obligations of a Lender under the Credit Agreement with Commitments as set forth herein
and (b) the Assignor shall, to the extent of the Assigned Interest assigned pursuant to this Assignment and Acceptance, be
released from its obligations under the Credit Agreement (and if this Assignment and Acceptance covers all of the Assignor’s
rights and obligations under the Credit Agreement, the Assignor shall cease to be a party to the Credit Agreement but shall continue
to be entitled to the benefits of Sections 2.10, 2.11, 3.5, 5.4, 13.5, 13.12, 13.15 and 13.16 thereof).


 


3.2          This
Assignment and Acceptance shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns. This Assignment and Acceptance may be executed by one or more of the parties to this Assignment and Acceptance on
any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “PDF or “TIF”
file)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Assignment
and Acceptance and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by and
interpreted under the law of the state of New York.


 



    Exhibit J 


 


     


    







 


EXHIBIT K


TO THE CREDIT AGREEMENT


 


FORM OF SOLVENCY
CERTIFICATE


 


To the Administrative Agent
and each of the Lenders party to the Credit Agreement referred to below:


 


I, the undersigned,
the Treasurer (and having those duties typically performed by a chief financial officer) of MPH ACQUISITION CORP 1, a Delaware
corporation, in that capacity only and not in my individual capacity (and without personal liability), do hereby certify as of
the date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility
for changes in such facts and circumstances after the date hereof), that:


 


1.            This
certificate is furnished to the Administrative Agent and the Lenders pursuant to Section 6.8 of the Credit Agreement, dated
as of June 7, 2016, among POLARIS INTERMEDIATE CORP., POLARIS MERGER SUB CORP., BARCLAYS BANK PLC as Administrative
Agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swingline Lender and Letter of Credit
Issuer, the Co-Obligors from time to time party thereto and the other parties thereto (the “Credit Agreement”).
Unless otherwise defined herein, capitalized terms used in this certificate shall have the meanings set forth in the Credit Agreement.


 


2.            For
purposes of this certificate, the terms below shall have the following definitions:


 


(a)        “Fair
Value”


 


The amount at which
the assets (both tangible and intangible), in their entirety, of the Borrower and its Subsidiaries taken as a whole would change
hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge
of the relevant facts, with neither being under any compulsion to act.


 


(b)        “Present
Fair Salable Value”


 


The amount that could
be obtained by an independent willing seller from an independent willing buyer if the assets (both tangible and intangible) of
the Borrower and its Subsidiaries taken as a whole are sold on a going concern basis with reasonable promptness in an arm’s-length
transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably
evaluated.


 


(c)        “Stated
Liabilities”


 


The recorded liabilities
(including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as
a whole, as of the date hereof after giving effect to the consummation of the Transactions (including the execution and delivery
of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof), determined in accordance
with GAAP consistently applied.


 


(d)        “Identified
Contingent Liabilities”


 


The maximum estimated
amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured
risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions
(including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on
the date hereof) (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected
in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of
the Borrower.


 






    Exhibit K 


 


     


    

 


(e)          “Can
pay their Stated Liabilities and Identified Contingent Liabilities as they mature”


 


Borrower and its Subsidiaries
taken as a whole after giving effect to the Transactions (including the execution and delivery of the Credit Agreement, the making
of the Loans and the use of proceeds of such loans on the date hereof) have sufficient assets and cash flow to pay their respective
Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of contingent liabilities)
otherwise become payable.


 


(f)           “Do
not have Unreasonably Small Capital”


 


Borrower and its Subsidiaries
taken as a whole after giving effect to the Transactions (including the execution and delivery of the Credit Agreement, the making
of the Loans and the use of proceeds of such Loans on the date hereof) have sufficient capital to ensure that it is a going concern.


 


3.            For
purposes of this certificate, I, or officers of Borrower under my direction and supervision, have performed the following
procedures as of and for the periods set forth below.


 


		(a)	I have reviewed the financial statements (including the pro forma
                                         financial statements) referred to in Section 6.9 of the Credit Agreement.



 


(b)            I
have knowledge of and have reviewed to my satisfaction the Credit Agreement.


 


		(c)	As Treasurer of Borrower and having those duties typically performed
                                         by a chief financial officer, I am familiar with the financial condition of Borrower
                                         and its Subsidiaries.



 


4.            Based
on and subject to the foregoing, I hereby certify on behalf of Borrower that after giving effect to the consummation of the
Transactions (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of
such Loans on the date hereof), it is my opinion that (i) each of the Fair Value and the Present Fair Salable Value of the
assets of Borrower and its Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent Liabilities;
(ii) Borrower and its Subsidiaries taken as a whole do not have Unreasonably Small Capital; and (iii) Borrower and its
Subsidiaries taken as a whole can pay their Stated Liabilities and Identified Contingent Liabilities as they mature.


 


[signature page follows]


 






    Exhibit K 


 


     


    

 


IN WITNESS WHEREOF,
MPH Acquisition Corp 1 has caused this certificate to be executed on its behalf by its Treasurer this 7th day of June,
2016.


 


	 	MPH ACQUISITION CORP 1
	 	 
	 	 
	 	By:	 
	 	 	Name:	David L. Redmond
	 	 	Title:	Treasurer



 









    Exhibit K 


 


     


    

 


EXHIBIT L


TO THE CREDIT AGREEMENT


 


FORM OF UNITED
STATES TAX COMPLIANCE CERTIFICATES


 


FORM OF





TAX CERTIFICATE


 


(For Non-U.S. Lenders
That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Credit Agreement, dated
as of June 7, 2016 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time,
the “Credit Agreement”), among POLARIS INTERMEDIATE CORP., a Delaware corporation, POLARIS MERGER
SUB CORP., a Delaware corporation, the Co-Obligors from time to time party thereto, the Lenders from time to time party thereto,
BARCLAYS BANK PLC (the “Administrative Agent”), as the Administrative Agent, Collateral Agent, Swingline
Lender and Letter of Credit Issuer, GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent and BANK OF AMERICA, N.A.,
CITIBANK, N.A. and UBS AG, STAMFORD BRANCH, as Documentation Agents and the other parties from time to time party thereto.
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.


 


Pursuant to the provisions
of Section 5.4(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing
this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it
is not a ten percent shareholder of the Borrower within the meaning of Code Section 871(h)(3)(B), and (iv) it is not
a “controlled foreign corporation” related to the Borrower as described in Section 864(d)(4) of the Code.


 


The undersigned has
furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on Internal Revenue Service
Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing
and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in
either of the two calendar years preceding such payment.


 


[Signature
Page Follows]


 






    Exhibit L


 



     


    

 


 



 


	 	[Lender]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Address]


 


Dated:  __________________ , 20[
]


 






    Exhibit L


 


     


    

 


FORM OF


TAX CERTIFICATE


(For Non-U.S. Lenders
That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Credit Agreement, dated
as of June 7, 2016 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time,
the “Credit Agreement”), among POLARIS INTERMEDIATE CORP., a Delaware corporation, POLARIS MERGER
SUB CORP., a Delaware corporation, the Co-Obligors from time to time party thereto, the Lenders from time to time party thereto,
BARCLAYS BANK PLC (the “Administrative Agent”), as the Administrative Agent, Collateral Agent, Swingline
Lender and Letter of Credit Issuer, GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent and BANK OF AMERICA, N.A.,
CITIBANK, N.A. and UBS AG, STAMFORD BRANCH, as Documentation Agents and the other parties from time to time party thereto.
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.


 


Pursuant to the provisions
of Section 5.4(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any note(s) evidencing
such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Credit Document,
neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement
entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code,
(iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Code
Section 871(h)(3)(B), and (v) none of its direct or indirect partners/members is a “controlled foreign corporation”
related to the Borrower as described in Section 864(d)(4) of the Code.


 


The undersigned has
furnished the Administrative Agent and the Borrower with Internal Revenue Service Form W-8IMY accompanied by one of the following
forms from each of its partners/members claiming the portfolio interest exemption: (i) an Internal Revenue Service Form W-8BEN
or W-8BEN-E, as applicable or (ii) an Internal Revenue Service Form W-8IMY accompanied by Internal Revenue Service Form W-8BEN
or W-8BEN-E, as applicable from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest
exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned
shall have at all times furnished the Borrower and the Administrative Agent in writing with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding such payment.


 


[Signature Page Follows]


 









    Exhibit L


 


     


    

 


	 	[Lender]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Address]


 


Dated:  __________________ , 20[
]


 






    Exhibit L


 


     


    

 


FORM OF


TAX CERTIFICATE


(For Non-U.S. Participants
That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Credit Agreement, dated
as of June 7, 2016 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time,
the “Credit Agreement”), among POLARIS INTERMEDIATE CORP., a Delaware corporation, POLARIS MERGER
SUB CORP., a Delaware corporation, the Co-Obligors from time to time party thereto, the Lenders from time to time party thereto,
BARCLAYS BANK PLC (the “Administrative Agent”), as the Administrative Agent, Collateral Agent, Swingline
Lender and Letter of Credit Issuer, GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent and BANK OF AMERICA, N.A.,
CITIBANK, N.A. and UBS AG, STAMFORD BRANCH, as Documentation Agents and the other parties from time to time party thereto.
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.


 


Pursuant to the provisions
of Section 5.4(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within
the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within
the meaning of Code Section 871(h)(3)(B), and (iv) it is not a “controlled foreign corporation” related
to the Borrower as described in Section 864(d)(4) of the Code.


 


The undersigned has
furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN
or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on
this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have
at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in
which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payment.


 


[Signature Page Follows]


 






    Exhibit L


 


     


    

 


	 	[Participant]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Address]


 


Dated:  __________________ , 20[
]


 






    Exhibit L


 


     


    

 


FORM OF


TAX CERTIFICATE


(For Foreign Participants
That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Credit Agreement, dated
as of June 7, 2016 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time,
the “Credit Agreement”), among POLARIS INTERMEDIATE CORP., a Delaware corporation, POLARIS MERGER
SUB CORP., a Delaware corporation, the Co-Obligors from time to time party thereto, the Lenders from time to time party thereto,
BARCLAYS BANK PLC (the “Administrative Agent”), as the Administrative Agent, Collateral Agent, Swingline
Lender and Letter of Credit Issuer, GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent and BANK OF AMERICA, N.A.,
CITIBANK, N.A. and UBS AG, STAMFORD BRANCH, as Documentation Agents and the other parties from time to time party thereto.
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement.


 


Pursuant to the provisions
of Section 5.4(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are
the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any
of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct
or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Code Section 871(h)(3)(B),
and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the
Borrower as described in Section 864(d)(4) of the Code.


 


The undersigned has
furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by one of the following forms from
each of its partners/members claiming the portfolio interest exemption: (i) an Internal Revenue Service Form W-8BEN
or W-8BEN-E, as applicable or (ii) an Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service
Form W-8BEN or W-8BEN-E, as applicable from each of such partner’s/member’s beneficial owners that is claiming
the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided
on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall
have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year
in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payment.


 


[Signature Page Follows]


 






    Exhibit L


 


     


    

 


	 	[Participant]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[Address]


  


Dated:  __________________ , 20[
]


 






    Exhibit L


 


     


    

 


EXHIBIT M


TO THE CREDIT AGREEMENT


 


FORM OF
INTERCOMPANY SUBORDINATED NOTE


 





	 	New York
	 	June 7, 2016



 


FOR VALUE RECEIVED,
each of the undersigned, to the extent a borrower from time to time from any other entity listed on the signature page hereto
(each, in such capacity, a “Payor”), hereby promises to pay on demand to the order of such other entity listed
below that is a Credit Party (or a Person required to become a Subsidiary Guarantor pursuant to Section 9.10 of the Credit
Agreement) (each, in such capacity, a “Payee”), in lawful money of the United States of America, or in such
other currency as agreed to by such Payor and such Payee, in immediately available funds, at such location as a Payee shall from
time to time designate, the unpaid principal amount of all loans and advances (including trade payables) made by such Payee to
such Payor. Each Payor promises also to pay interest on the unpaid principal amount of all such loans and advances in like money
at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time
to time by such Payor and such Payee.


 


Capitalized terms
used in this Intercompany Subordinated Note (this “Note”) but not otherwise defined herein shall have the meanings
given to them in that certain Credit Agreement, dated as of June 7, 2016 (as the same may be amended, restated, supplemented,
amended and restated or otherwise modified from time to time, the “Credit Agreement”), among POLARIS INTERMEDIATE
CORP., a Delaware corporation (whose rights and obligations therein, after giving effect to the Internal Restructuring, will
be assigned to and assumed by the Surviving Company (as defined below)), POLARIS MERGER SUB CORP., which on the Closing
Date shall be merged with and into MPH Acquisition Corp 1 (“MPH”), with MPH surviving such merger and with
the merged company existing under the laws of the state of Delaware as the “Surviving Company”, whose rights and obligations
therein, after giving effect to the Internal Restructuring, will be assigned to and assumed by MPH Acquisition Holdings LLC, the
banks, financial institutions and other institutional lenders and investors from time to time parties thereto, BARCLAYS BANK
PLC, as the Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent (in such
capacity, the “Collateral Agent”), Swingline Lender and Letter of Credit Issuer, the Co-Obligors from time
to time party thereto and the other agents party thereto.


 


This Note shall be
pledged by each Payee that is a Credit Party (a “Credit Party Payee”) to the Collateral Agent (or any agent
or designee thereof), for the benefit of the Secured Parties, pursuant to the Pledge Agreement as collateral security for such
Payee’s First Lien Obligations (as defined in the Pledge Agreement). Each Payee hereby acknowledges and agrees that after
the occurrence of and during the continuance of an Event of Default (under and as defined in the Pledge Agreement), the Collateral
Agent may exercise all rights of the Credit Party Payees with respect to this Note.


 


Upon the commencement
of any insolvency or bankruptcy proceeding, or any receivership, liquidation, reorganization or other similar proceeding in connection
therewith, relating to any Payor owing any amounts evidenced by this Note to any Credit Party, or to any property of any such
Payor, or upon the commencement of any proceeding for voluntary liquidation, dissolution or other winding up of any such Payor,
all amounts evidenced by this Note owing by such Payor to any and all Credit Parties shall become immediately due and payable,
without presentment, demand, protest or notice of any kind.


 






    Exhibit M


 


     


    

 


Anything in this Note
to the contrary notwithstanding, the indebtedness evidenced by this Note owed by any Payor that is a Credit Party to any Payee
shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all First Lien
Obligations of such Payor until the Termination Date (as defined in the Security Agreement); the First Lien Obligations and other
indebtedness and obligations in connection with any renewal, refunding, restructuring or refinancing thereof, including interest
thereon accruing after the commencement of any proceedings referred to in clause (i) below, whether or not such interest
is an allowed claim in such proceeding, being hereinafter collectively referred to as “Senior Indebtedness”).


 


(i)            In
the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings
in connection therewith, relative to any Payor or to its property, and in the event of any proceedings for voluntary liquidation,
dissolution or other winding up of such Payor (except as expressly permitted by the Credit Agreement), whether or not involving
insolvency or bankruptcy, then, if an Event of Default (under and as defined in the Pledge Agreement) has occurred and is continuing
after prior written notice from the Collateral Agent to the Borrower, (x) the holders of Senior Indebtedness shall be irrevocably
paid in full in cash in respect of all amounts constituting Senior Indebtedness (other than Hedging Obligations under Secured
Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations)
before any Payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of this
Note and (y) until the holders of Senior Indebtedness are irrevocably paid in full in cash in respect of all amounts constituting
Senior Indebtedness (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured
Cash Management Agreements or contingent indemnification obligations), any payment or distribution to which such Payee would otherwise
be entitled (other than debt securities of such Payor that are subordinated, to at least the same extent as this Note, to the
payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Debt
Securities”)) shall be made to the holders of Senior Indebtedness;


 


(ii)            If
any Event of Default (under and as defined in the Pledge Agreement) occurs and is continuing after prior written notice from the
Collateral Agent to the Borrower, then (x) no payment or distribution of any kind or character shall be made by or on behalf
of the Payor or any other Person on its behalf with respect to this Note and (y) upon the request of the Collateral Agent,
no amounts evidenced by this Note owing by any Payor to any Payee that is a Credit Party shall be forgiven or otherwise reduced
in any way, other than as a result of payment in full thereof made in cash;


 


(iii)            If
any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities),
in respect of this Note shall (despite these subordination provisions) be received by any Payee in violation of clause (i) or
(ii) above before all Senior Indebtedness shall have been irrevocably paid in full in cash (other than Hedging Obligations
under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification
obligations), such payment or distribution shall be held in trust (segregated from other property of such Payee) for the benefit
of the Collateral Agent, and shall be paid over or delivered in accordance with the Credit Agreement and Pledge Agreement; and


 






    Exhibit M


 


     


    

 


(iv)            Each
Payee agrees to file all claims against each relevant Payor in any bankruptcy or other proceeding in which the filing of claims
is required by law in respect of any Senior Indebtedness, and the Collateral Agent shall be entitled to all of such Payee’s
rights thereunder. If for any reason a Payee fails to file such claim at least ten Business Days prior to the last date on which
such claim should be filed, such Payee hereby irrevocably appoints each Collateral Agent as its true and lawful attorney-in-fact
and is hereby authorized to act as attorney-in-fact in such Payee’s name to file such claim or, in such Collateral Agent’s
discretion, to assign such claim to and cause proof of claim to be filed in the name of the relevant Collateral Agent or its nominee.
In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall
pay to the Collateral Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that
purpose, each Payee hereby assigns to the Collateral Agent all of such Payee’s rights to any payments or distributions to
which such Payee otherwise would be entitled. If the amount so paid is greater than such Payee’s liability hereunder, the
Collateral Agent shall pay the excess amount to the party entitled thereto. In addition, each Payee hereby irrevocably appoints
each Collateral Agent as its attorney in fact to exercise all of such Payee’s voting rights in connection with any bankruptcy
proceeding or any plan for the reorganization of each relevant Payor.


 


To the fullest extent
permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination
of this Note by any act or failure to act on the part of any Payor or by any act or failure to act on the part of such holder
or any trustee or agent for such holder. Each Payee and each Payor hereby agree that the subordination of this Note is for the
benefit of the Collateral Agent and the other Secured Parties. The Collateral Agent and the other Secured Parties are obligees
under this Note to the same extent as if their names were written herein as such and the respective Collateral Agent may, on behalf
of itself, and the Secured Parties, proceed to enforce the subordination provisions herein.


 


The indebtedness evidenced
by this Note owed by any Payor that is not a Credit Party shall not be subordinated to, and shall rank pari passu in right
of payment with, any other obligation of such Payor.


 


Nothing contained
in the subordination provisions set forth above is intended to or will impair, as between each Payor and each Payee, the obligations
of such Payor, which are absolute and unconditional, to pay to such Payee the principal of and interest on this Note as and when
due and payable in accordance with its terms, or is intended to or will affect the relative rights of such Payee and other creditors
of such Payor other than the holders of Senior Indebtedness.


 


Each Payee is hereby
authorized to record all loans and advances made by it to any Payor (all of which shall be evidenced by this Note), and all repayments
or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of
the information contained therein; provided that the failure of any Payee to record such information shall not affect any
Payor’s obligations in respect of intercompany Indebtedness extended by such Payee to such Payor.


 


Each Payor hereby
waives presentment, demand, protest or notice of any kind in connection with this Note. All payments under this Note shall be
made without offset, counterclaim or deduction of any kind.


 


It is understood that this Note
shall only evidence Indebtedness.


 


This Note shall be
binding upon each Payor and its successors and assigns, and the terms and provisions of this Note shall inure to the benefit of
each Payee and their respective successors and assigns, including subsequent holders hereof. Notwithstanding anything to the contrary
contained herein, in any other Credit Document or in any other promissory note or other instrument, this Note replaces and supersedes
any and all promissory notes or other instruments which create or evidence any loans or advances made on, before or after the
date hereof by any Payee to any other Subsidiary.


 


From time to time
after the date hereof, additional Subsidiaries of Holdings may become parties hereto (as Payor and/or Payee, as the case may be)
by executing a counterpart signature page hereto, which shall automatically be incorporated into this Note (each additional
Subsidiary, an “Additional Party”). Upon delivery of such counterpart signature page to the Payees, notice
of which is hereby waived by the other Payors, each Additional Party shall be a Payor and/or a Payee, as the case may be, and
shall be as fully a party hereto as if such Additional Party were an original signatory hereof. Each Payor expressly agrees that
its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Payor or Payee hereunder.
This Note shall be fully effective as to any Payor or Payee that is or becomes a party hereto regardless of whether any other
person becomes or fails to become or ceases to be a Payor or Payee hereunder.


 






    Exhibit M


 


     


    

 



 


In
the event the Collateral Agent enters into any Customary Intercreditor Agreement, the Collateral Agent shall be authorized (without
the consent of any Lender) to enter into such amendments to this Note as may be necessary to reflect the provisions of such Customary
Intercreditor Agreement.


 


THIS NOTE AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


 


[Signature Pages Follow]


 






    	 	Exhibit M

                                                                                 
	 



     


    

 


	 	POLARIS INTERMEDIATE CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	POLARIS MERGER SUB CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	MPH ACQUISITION CORP 1
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	MPH ACQUISITION HOLDINGS LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	MPH ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	MPH INTERMEDIATE HOLDING COMPANY
    1
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	 	Exhibit M

                                                                                 
	 



     


    

 


	 	FORMOST, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	HMA ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	IHP ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	MARS ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	MEDICAL AUDIT & REVIEW
    SOLUTIONS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	MULTIPLAN CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	 	Exhibit M

                                                                                 
	 



     


    

  


	 	MULTIPLAN SERVICES CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	NCN ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	PRIVATE HEALTHCARE SYSTEMS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	TEXAS TRUE CHOICE, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	VIANT HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	VIANT PAYMENT SYSTEMS, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	 	Exhibit M

                                                                                 
	 



     


    

  


	 	HEALTHNETWORK SYSTEMS LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	NATIONAL CARE NETWORK, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	ADMAR CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	BEECH STREET CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	MULTIPLAN, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	STATEWIDE INDEPENDENT PPO INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Exhibit M

                                                                                 
	 



     


    

 


	 	ASSOCIATES FOR HEALTH CARE, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	HEALTHEOS BY MULTIPLAN, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	VIANT, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    	 	Exhibit M

                                                                                 
	 



     


    

 


EXHIBIT N


TO THE CREDIT AGREEMENT


 


FORM OF PERFECTION
CERTIFICATE


 


Reference
is made to (a) the Credit Agreement, dated as of June 7, 2016 (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), by and among Polaris Intermediate Corp. (whose rights and obligations
herein, after giving effect to the Internal Restructuring, will be assumed by the Surviving Company (as defined below)), Polaris
Merger Sub Corp., which on the Closing Date shall be merged with and into MPH Acquisition Corp 1 (“MPH”), with
MPH surviving such merger and with the merged company existing under the laws of the state of Delaware as the “Surviving
Company”, whose rights and obligations herein, after giving effect to the Internal Restructuring, will be assumed by MPH
Acquisition Holdings LLC, the banks, financial institutions and other institutional lenders and investors from time to time parties
thereto, Barclays Bank PLC, as the Administrative Agent (in such capacity, the “Administrative Agent”), Collateral
Agent (in such capacity, the “Collateral Agent”), Swingline Lender and Letter of Credit Issuer, the Co-Obligors
from time to time party thereto and the other agents party thereto; (b) the Security Agreement, dated as of June 7,
2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”),
by and among Holdings, the Borrower, the Collateral Agent and each of the Subsidiary Guarantors of the Borrower from time to time
party thereto; and (c) the Pledge Agreement, dated as of June 7, 2016 (as amended, restated, supplemented or otherwise
modified from time to time, the “Pledge Agreement” and together with the Security Agreement, the “Collateral
Documents”), by and among Holdings, the Borrower, the Collateral Agent and each of the Subsidiary Guarantors from time
to time party thereto.


 


Capitalized
terms used but not defined herein have the meanings assigned in the Credit Agreement or the Security Agreement, as applicable.


 


The
undersigned Authorized Officer of the Borrower hereby certifies to the Collateral Agents and each other Secured Party, solely
in respect of Holdings, the Borrower and each of the Subsidiary Guarantors party to each Collateral Document (each party a “Grantor”),
as follows:


 


1.            Names.


 


(a)           The
exact legal name of each Grantor, as such name appears in its respective Organizational Documents and the type of organization
of each Grantor is as listed in Schedule 1(a) attached hereto. None of the Borrower or any Grantor is currently using a trade
or assumed name by which such Borrower or Grantor is known or transacting any business, other than as identified herein.


 


(b)           Set
forth in Schedule 1(b) attached hereto is each other legal name each Grantor has had or used on any filings with the Internal
Revenue Service at any time within the past five years, together with the date of the relevant change.


 


(c)           Except
as set forth in Schedule 1(c) attached hereto, no Grantor has become the successor by merger, consolidation, or acquisition
to any other business or organization in the preceding five years, in each case to the extent such merger, consolidation or acquisition
exceeded $50,000,000. If any such merger, consolidation, or acquisition or any other change in the form, nature or jurisdiction
of organization has occurred, include in Schedule 1(c) the information required by Sections 1(a) and 2(b) of this
certificate as to each acquiree or constituent party to a merger or consolidation, as applicable.


 






    	 	Exhibit N

                                                                                 
	 



     


    

 


(d)           Set
forth in Schedule 1(d) attached hereto is the Organizational Identification Number, if any, issued by the jurisdiction of
organization of each Grantor that is a registered organization.


 


(e)           Set
forth in Schedule 1(e) attached hereto is the Federal Taxpayer Identification Number of each Grantor.


 


2.            Current
Locations.


 


(a)           The
chief executive office of each Grantor is located at the address set forth opposite its name in Schedule 2(a) attached hereto.
None of the Borrower or any Grantor has changed its chief executive office within the past five (5) years.


 


(b)           The
jurisdiction of organization of each Grantor that is a registered organization is set forth opposite its name in Schedule 2(b) attached
hereto.


 


3.            Unusual
Transactions. All Accounts have been originated by the Grantors and all assets with a value in excess of $50,000,000 have
been acquired in the ordinary course of business from a person in the business of selling goods of that kind, except to the extent
listed on Schedule 3 hereto.


 


4.            File
Search Reports. File search reports have been obtained from (i) the Uniform Commercial Code filing office of the jurisdiction
of organization of each Grantor and each entity merged into such Grantor as described on Schedule 1(c) hereto and (ii) each
local jurisdiction listed in Section 2(a) hereof with respect to judgment liens and tax liens, and such search reports
reflect no liens against any of the Collateral other than those permitted under each Credit Agreement or which shall be terminated
on the Closing Date as set forth in Section 7 hereof.


 


5.            UCC
Filings; PPSA/RPMRR Filings. Financing statements (duly authorized by each Grantor constituting the debtor therein) in substantially
the form of Schedule 5 hereto have been prepared by counsel to the Collateral Agent in the appropriate form for filing in the
proper Uniform Commercial Code filing office in the jurisdiction in which each Grantor is organized, in each case as set forth
with respect to such Grantor in Section 2(b) hereof.


 


6.            Schedule
of Filings. Attached hereto as Schedule 6 is a schedule setting forth, with respect to the filings described in Section 5
above, the filing office in which such filing is to be made.


 


7.            Termination
Statements. Attached hereto as Schedule 7(a) are the duly authorized termination statements in the appropriate form for
filing in each applicable jurisdiction identified in Schedule 7(b) hereto with respect to each Lien described therein.


 


8.            Stock
Ownership and Other Equity Interests. Attached hereto as Schedule 8 is a true and correct list (after giving effect to the
Internal Restructuring) of all the issued and outstanding Capital Stock owned by each Grantor that is required to be pledged under
the Pledge Agreement and the record and beneficial owners of such Capital Stock, and the percentage ownership of each other equity
investment held by each Grantor that represents more than 50% of the equity of the entity in which such investment was made.


 


9.            Debt
Instruments. Except with respect to intercompany indebtedness owed by Holdings, the Borrower or a Restricted Subsidiary, attached
hereto as Schedule 9 is a true and correct list of all promissory notes, instruments, tangible chattel paper, electronic chattel
paper and other evidence of indebtedness (other than checks to be deposited in the ordinary course of business) in a principal
amount in excess of $10,000,000 (individually) held by each Grantor that are required to be pledged under any Collateral Document.
All intercompany indebtedness owed by Holdings, the Borrower and each Restricted Subsidiary as of the Closing Date is evidenced
by the Intercompany Note.


 






    	 	Exhibit N

                                                                                 
	 



     


    

 


10.           Advances.
Attached hereto as Schedule 10 is a true and correct list of all advances in respect of Indebtedness made by any Grantor to
Holdings, the Borrower or any of their respective Subsidiaries in excess of $10,000,000 in aggregate principal amount (other than
those identified on Schedule 9), which advances will be on and after the date hereof evidenced by the Intercompany Note pledged
to the Collateral Agent under the Security Agreement.


 


11.           Intellectual
Property.


 


(a)            Attached
hereto as Schedule 11(A) in proper form for filing with the United States Patent and Trademark Office or the United States
Copyright Office, as applicable, is a true and correct list of all of each Grantor’s United States (i) federal issued
Patents and pending Patent applications, (ii) Trademark registrations and pending Trademark applications and (iii) Copyright
registrations (collectively, the “Registered Intellectual Property”), in each case owned in whole or in part
by a Grantor as of the date hereof, indicating for each such item, as applicable, the title, application and/or registration number,
and the identity of the current applicant or registered owner.


 


(b)            Attached
hereto as Schedule 11(B) is a true and correct list of all of each Grantor’s IP Agreements which accounted for aggregate
revenue to the Borrower or any of its Subsidiaries of more than $10,000,000 during the Borrower’s most recent fiscal year
(other than non-exclusive license agreements or licenses of commercially available off-the-shelf software) in which a Grantor
is, as of the date hereof, the exclusive licensee of any United States Patent, Patent Application, Trademark registration, Trademark
application, or Copyright registration (collectively, the “Exclusive IP Agreements”), indicating for each such
Exclusive IP Agreement the parties and date, as well as the registration number, date of registration and identity of the registered
owner of the Patent, Trademark or Copyright registration licensed thereunder.


 


12.           Commercial
Tort Claims.


 


Attached hereto as
Schedule 12 is a true and correct list of all Commercial Tort Claims in excess of $10,000,000 held by each Grantor, including
a brief description thereof.


 


13.           Real
Property.


 


Attached hereto as
Schedule 13 is a list of all (i) real property owned by each Grantor located in the United States as of the Closing Date
and (ii) other information relating thereto required by such Schedule.


 


14.           Letter-of-Credit
Rights.


 


Attached hereto as
Schedule 14 is a list of all Letters of Credit (other than supporting obligations with respect to any of the Collateral) with
a face value in excess of $10,000,000 issued in favor of the Borrower or any Grantor, as a beneficiary thereunder.


 






    	 	Exhibit N

                                                                                 
	 



     


    

 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 






    	 	Exhibit N

                                                                                 
	 



     


    

 



 


IN WITNESS WHEREOF,
the undersigned have duly executed this certificate as of the date first above written.


 


	 	POLARIS
    MERGER SUB CORP.	 
	 	 	 	 
	 	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 






    	 	Exhibit N

                                                                                 
	 



     


    

 


Schedule
1(a)*


 


Legal Name of Each
Grantor and Type of Organization


 


	Grantor	Type
    of Organization
	Polaris
    Intermediate Corp.	Corporation
	Polaris
    Merger Sub Corp.	Corporation
	MPH
    Acquisition Corp 1	Corporation
	MPH
    Acquisition Holdings LLC	Limited
    liability company
	MPH
    Acquisition Corporation	Corporation
	MPH
    Intermediate Holding Company 1	Corporation
	ForMost, Inc.	Corporation
	HMA
    Acquisition Corporation	Corporation
	IHP
    Acquisition Corp.	Corporation
	MARS
    Acquisition Corp.	Corporation
	Medical
    Audit & Review Solutions, Inc.	Corporation
	MultiPlan
    Corp.	Corporation
	MultiPlan
    Services Corporation	Corporation
	NCN
    Acquisition Corporation	Corporation
	Private
    Healthcare Systems, Inc.	Corporation
	Texas
    True Choice, Inc.	Corporation
	Viant, Inc.	Corporation
	Viant
    Holdings, Inc.	Corporation
	Viant
    Payment Systems, Inc.	Corporation
	HealthNetwork
    Systems LLC	Limited
    liability company
	National
    Care Network, LLC	Limited
    liability company
	Admar
    Corporation	Corporation
	Beech
    Street Corporation	Corporation
	MultiPlan, Inc.	Corporation
	Statewide
    Independent PPO Inc.	Corporation
	Associates
    for Health Care, Inc.	Corporation
	HealthEOS
    by MultiPlan, Inc.	Corporation


 





 






*            Unless
otherwise noted and except with respect to information of Polaris Intermediate Corp. and Polaris Merger Sub Corp., all schedules
are prepared after giving effect to the Internal Restructuring.


 






    	 	Exhibit N

                                                                                 
	 



     


    

 


Schedule 1(b)


 


Other Legal Names


 


	Grantor	Other
    Legal Names
	Medical
    Audit & Review Solutions, Inc.	Medical
    Audit & Review Solutions, LLC (June 13, 2012, filed a Certificate of Conversion in State of Delaware)


 






    	 	Exhibit N

                                                                                 
	 



     


    

 


Schedule 1(c)


 


Changes in Identity
or Corporate Structure


 


	Date	Change
	03/31/2014	Agreement
    and Plan of Merger between MPH Intermediate Acquisition Corp. a Delaware corporation, MPH Merger Sub LLC, a Delaware limited
    liability company and MPH Acquisition Holdings LLC, a Delaware limited liability company.
	 	 
	 	MPH
    Merger Sub LLC, a Delaware limited liability company, merged with and into MPH Acquisition Holdings LLC, a Delaware limited
    liability company, with MPH Acquisition Holdings LLC surviving the merger. MPH Merger Sub LLC did not use any other legal
    names within the past five years.
	6/07/2016	Agreement
    and Plan of Merger between Polaris Parent Corp., a Delaware corporation, Polaris Merger Sub Corp, a Delaware corporation,
    MPH Acquisition Corp 1, a Delaware corporation and MPH Topco L.P., a Delaware limited partnership.
	 	 
	 	Polaris
    Merger Sub Corp., a Delaware corporation merged with and into MPH Acquisition Corp 1, a Delaware corporation, with MPH Acquisition
    Corp 1 surviving the merger.
	 	 
	 	Polaris
    Merger Sub Corp. did not use any other legal names within the past five years. 
	6/07/2016	Internal
    restructuring, between MPH Intermediate Acquisition Corp., a Delaware corporation, MPH Acquisition Corp 2, a Delaware corporation,
    MPH Acquisition Corp 1, a Delaware corporation and MPH Acquisition Holdings LLC, a Delaware limited liability company. 
	 	 
	 	MPH Intermediate
    Acquisition Corp., a Delaware corporation merged with
    and into MPH Acquisition Corp 2, a Delaware corporation, with MPH Acquisition Corp 2 surviving the merger. MPH Acquisition
    Corp 2 merged with and into MPH Acquisition Corp 1, with MPH Acquisition Corp 1 surviving the merger.
	 	 
	 	MPH
    Intermediate Acquisition Corp. did not use any other legal names within the past five years.
	 	 
	 	MPH
    Acquisition Corp 2 did not use any other legal names within the past five years.


 






    	 	Exhibit N

                                                                                 
	 



     


    

 


Schedule 1(d)


 


Organizational
Identification Number


 


	Grantor	Organizational
    Identification Number
	MPH
    Acquisition Corp 1	5513936
	MPH
    Acquisition Holdings LLC	4856679
	MPH
    Acquisition Corporation	4841014
	MPH
    Intermediate Holding Company 1	4853822
	ForMost, Inc.	2699657
	HMA
    Acquisition Corporation	4974430
	IHP
    Acquisition Corp.	5028275
	MARS
    Acquisition Corp.	5556973
	Medical
    Audit & Review Solutions, Inc.	5042371
	MultiPlan
    Corp.	2613745
	MultiPlan
    Services Corporation	2983961
	NCN
    Acquisition Corporation	4974426
	Private
    Healthcare Systems, Inc.	2282789
	Texas
    True Choice, Inc.	5180780
	Viant, Inc.	E0477002005-4
	Viant
    Holdings, Inc.	4337428
	Viant
    Payment Systems, Inc.	2654346
	HealthNetwork
    Systems LLC	3024976
	National
    Care Network, LLC	5180771
	Admar
    Corporation	C0690465
	Beech
    Street Corporation	C1154608
	MultiPlan, Inc.	619415
	Statewide
    Independent PPO Inc.	2030269
	Associates
    for Health Care, Inc.	1A13731
	HealthEOS
    by MultiPlan, Inc.	W031107


  






    	 	Exhibit N

                                                                                 
	 



     


    

 


Schedule 1(e)


 


Federal Taxpayer
Identification Number


 


	Grantor	Federal
    Taxpayer Identification Number
	MPH
    Acquisition Corp 1	47-1000578
	MPH
    Acquisition Holdings LLC	27-3193148
	MPH
    Acquisition Corporation	27-3099314
	MPH
    Intermediate Holding Company 1	27-4986377
	ForMost, Inc.	22-3485503
	HMA
    Acquisition Corporation	36-4696631
	IHP
    Acquisition Corp.	45-3132729
	MARS
    Acquisition Corp.	47-1185904
	Medical
    Audit & Review Solutions, Inc.	45-3468485
	MultiPlan
    Corp.	51-0374698
	MultiPlan
    Services Corporation	06-1533300
	NCN
    Acquisition Corporation	35-2408508
	Private
    Healthcare Systems, Inc.	04-3138814
	Texas
    True Choice, Inc.	75-2678138
	Viant, Inc.	20-3196172
	Viant
    Holdings, Inc.	20-8876513
	Viant
    Payment Systems, Inc.	36-3715258
	HealthNetwork
    Systems LLC	36-4285919
	National
    Care Network, LLC	26-3542849
	Admar
    Corporation	95-2858446
	Beech
    Street Corporation	95-3778850
	MultiPlan, Inc.	13-3068979
	Statewide
    Independent PPO Inc.	16-1503595
	Associates
    for Health Care, Inc.	36-3267380
	HealthEOS
    by MultiPlan, Inc.	39-1634080


 






    	 	Exhibit N

                                                                                 
	 



     


    

 


Schedule 2(a)


 


Chief Executive
Office


 


	Grantor	Mailing
    Address	County	State	Country
	MPH
    Acquisition Corp 1	115
    Fifth Avenue, 7th Floor	New
    York	NY	USA
	 	New
    York, NY 10003	 	 	 
	MPH
    Acquisition Holdings LLC	115
    Fifth Avenue, 7th Floor	New
    York	NY	USA
	 	New
    York, NY 10003	 	 	 
	MPH
    Acquisition Corporation	115
    Fifth Avenue, 7th Floor	New
    York	NY	USA
	 	New
    York, NY 10003	 	 	 
	MPH
    Intermediate Holding Company 1	115
    Fifth Avenue, 7th Floor	New
    York	NY	USA
	 	New
    York, NY 10003	 	 	 
	ForMost, Inc.	2273
    Research Boulevard	Montgomery	MD	USA
	 	Rockville,
    MD 20850	 	 	 
	HMA
    Acquisition Corporation	115
    Fifth Avenue, 7th Floor	New
    York	NY	USA
	 	New
    York, NY 10003	 	 	 
	IHP
    Acquisition Corp.	115
    Fifth Avenue, 7th Floor	New
    York	NY	USA
	 	New
    York, NY 10003	 	 	 
	MARS
    Acquisition Corp.	535
    E. Diehl Road	Du
    Page	IL	USA
	 	Naperville, IL
    60563	 	 	 
	Medical
    Audit & Review Solutions, Inc.	18
    Campus Blvd., Suite 200	Delaware	PA	USA
	 	Newtown
    Square, PA 19073	 	 	 
	MultiPlan
    Corp.	2273
    Research Boulevard	Montgomery	MD	USA
	 	Rockville,
    MD 20850	 	 	 
	MultiPlan
    Services Corporation	115
    Fifth Avenue, 7th Floor	New
    York	NY	USA
	 	New
    York, NY 10003	 	 	 
	NCN
    Acquisition Corporation	115
    Fifth Avenue, 7th Floor	New
    York	NY	USA
	 	New
    York, NY 10003	 	 	 
	Private
    Healthcare Systems, Inc.	16
    Crosby Drive	Middlesex	MA	USA
	 	Bedford,
    MA 01739	 	 	 
	Texas
    True Choice, Inc.	The
    North Tower	Dallas	TX	USA
	 	222
    West Las Colinas Blvd., Suite 1500			
	 	Irving,
    TX 75039	 	 	 
	Viant, Inc.	535
    E. Diehl Road	Du
    Page	IL	USA
	 	Naperville, IL
    60563	 	 	 
	Viant
    Holdings, Inc.	535
    E. Diehl Road	Du
    Page	IL	USA
	 	Naperville, IL
    60563	 	 	 
	Viant
    Payment Systems, Inc.	535
    E. Diehl Road	Du
    Page	IL	USA
	 	Naperville, IL
    60563	 	 	 


 






    	 	Exhibit N

                                                                                 
	 



     


    

  


	HealthNetwork
    Systems LLC	535
    E. Diehl Road 	Du
    Page	IL	USA
	 	Naperville, IL
    60563	 	 	 
	National
    Care Network, LLC	The
    North Tower	Dallas	TX	USA
	 	222
    West Las Colinas Blvd., Suite 1500			
	 	Irving,
    TX 75039	 	 	 
	Admar
    Corporation	2273
    Research Boulevard	Montgomery	MD	USA
	 	Rockville,
    MD 20850	 	 	 
	Beech
    Street Corporation	25550
    Commercentre Drive	Orange	CA	USA
	 	Lake
    Forest, CA 92630	 	 	 
	MultiPlan, Inc.	115
    Fifth Avenue, 7th Floor	New
    York	NY	USA
	 	New
    York, NY 10003	 	 	 
	Statewide
    Independent PPO Inc.	16
    Crosby Drive 	Middlesex	MA	USA
	 	Bedford,
    MA 01739	 	 	 
	Associates
    for Health Care, Inc.	2273
    Research Boulevard	Montgomery	MD	USA
	 	Rockville,
    MD 20850	 	 	 
	HealthEOS
    by MultiPlan, Inc.	301
    N Broadway, Ste. 301	Brown	WI	USA
	 	De
    Pere, WI 54115	 	 	 


 






    	 	Exhibit N

                                                                                 
	 



     


    

 


Schedule 2(b)


 


Jurisdiction of
Organization


 


	Grantor	Jurisdiction
    of Organization
	Polaris
    Intermediate Corp.	Delaware
	Polaris
    Merger Sub Corp.	Delaware
	MPH
    Acquisition Corp 1	Delaware
	MPH
    Acquisition Holdings LLC	Delaware
	MPH
    Acquisition Corporation	Delaware
	MPH
    Intermediate Holding Company 1	Delaware
	ForMost, Inc.	Delaware
	HMA
    Acquisition Corporation	Delaware
	IHP
    Acquisition Corp.	Delaware
	MARS
    Acquisition Corp.	Delaware
	Medical
    Audit & Review Solutions, Inc.	Delaware
	MultiPlan
    Corp.	Delaware
	MultiPlan
    Services Corporation	Delaware
	NCN
    Acquisition Corporation	Delaware
	Private
    Healthcare Systems, Inc.	Delaware
	Texas
    True Choice, Inc.	Delaware
	Viant, Inc.	Nevada
	Viant
    Holdings, Inc.	Delaware
	Viant
    Payment Systems, Inc.	Delaware
	HealthNetwork
    Systems LLC	Delaware
	National
    Care Network, LLC	Delaware
	Admar
    Corporation	California
	Beech
    Street Corporation	California
	MultiPlan, Inc.	New
    York
	Statewide
    Independent PPO Inc.	New
    York
	Associates
    for Health Care, Inc.	Wisconsin
	HealthEOS
    by MultiPlan, Inc.	Wisconsin


 






    	 	Exhibit N

                                                                                 
	 



     


    

 


Schedule 3


 


Transactions Other
Than in the Ordinary Course of Business


 


		1.	Agreement and Plan of Merger, dated as of March 31, 2014,
                                         between MPH Intermediate Acquisition Corp. a Delaware corporation, MPH Merger Sub LLC,
                                         a Delaware limited liability company and MPH Acquisition Holdings LLC, a Delaware limited
                                         liability company. MPH Merger Sub LLC, a Delaware limited liability company, merged with
                                         and into MPH Acquisition Holdings LLC, a Delaware limited liability company, with MPH
                                         Acquisition Holdings LLC surviving the merger.



 


		2.	Agreement and Plan of Merger between Polaris Parent Corp., a Delaware
                                         corporation, Polaris Merger Sub Corp, a Delaware corporation, MPH Acquisition Corp 1,
                                         a Delaware corporation and MPH Topco L.P., a Delaware limited partnership. Polaris Merger
                                         Sub Corp., a Delaware corporation merged with and into MPH Acquisition Corp 1, a Delaware
                                         corporation, with MPH Acquisition Corp 1 surviving the merger.



 


		3.	MPH Intermediate Acquisition Corp., a Delaware corporation merged
                                         with and into MPH Acquisition Corp 2, a Delaware corporation, with MPH Acquisition Corp
                                         2 surviving the merger. MPH Acquisition Corp 2 merged with and into MPH Acquisition Corp
                                         1, with MPH Acquisition Corp 1 surviving the merger.



 






    	 	Exhibit N

                                                                                 
	 



     


    

 



 


Schedule 5


 


Financing Statements


 


[Attached]


 


Exhibit N









    


     


    

 


Schedule 6


 


Uniform Commercial
Code Filings


 


	Debtor	Filing
    Jurisdiction
	Polaris
    Intermediate Corp.35	Delaware
	Polaris
    Merger Sub Corp.	Delaware
	MPH
    Acquisition Corp 1	Delaware
	MPH
    Acquisition Holdings LLC	Delaware
	MPH
    Acquisition Corporation	Delaware
	MPH
    Intermediate Holding Company 1	Delaware
	ForMost, Inc.	Delaware
	HMA
    Acquisition Corporation	Delaware
	IHP
    Acquisition Corp.	Delaware
	MARS
    Acquisition Corp.	Delaware
	Medical
    Audit & Review Solutions, Inc.	Delaware
	MultiPlan
    Corp.	Delaware
	MultiPlan
    Services Corporation	Delaware
	NCN
    Acquisition Corporation	Delaware
	Private
    Healthcare Systems, Inc.	Delaware
	Texas
    True Choice, Inc.	Delaware
	Viant, Inc.	Nevada
	Viant
    Holdings, Inc.	Delaware
	Viant
    Payment Systems, Inc.	Delaware
	HealthNetwork
    Systems LLC	Delaware
	National
    Care Network, LLC	Delaware
	Admar
    Corporation	California
	Beech
    Street Corporation	California
	MultiPlan, Inc.	New
    York
	Statewide
    Independent PPO Inc.	New
    York
	Associates
    for Health Care, Inc.	Wisconsin
	HealthEOS
    by MultiPlan, Inc.	Wisconsin


 





 






35
UCC-1 financing statement against Polaris Intermediate Corp. to be terminated upon consummation of the Internal Restructuring.


 


Exhibit N









    


     


    

 


Schedule 7(a)


 


Termination Statements


 


[Attached]


 


Exhibit N









    


     


    

 


Schedule 7(b)


 


Uniform Commercial
Code Terminations


 	Type of Filing	Entity	Jurisdictions
	Individual
    UCC-3	MPH Acquisition Corp 1	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	MPH Intermediate Holding Company 1	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	MPH Merger Sub LLC	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	MPH Merger Sub Corporation	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	MPH Acquisition Holdings LLC	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	MPH Intermediate Acquisition Corp.	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	MPH Acquisition Corporation	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	MultiPlan, Inc.	New York
	Financing
    Statement	 	 
	Individual
    UCC-3	MultiPlan Services Corporation	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	HealthEOS by MultiPlan, Inc.	Wisconsin
	Financing
    Statement	 	 
	Individual
    UCC-3	MultiPlan Corp.	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	Associates for Health Care, Inc.	Wisconsin
	Financing
    Statement	 	 
	Individual
    UCC-3	ForMost, Inc.	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	Admar Corporation	California
	Financing
    Statement	 	 
	Individual
    UCC-3	Private Healthcare Systems, Inc.	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	Statewide Independent PPO Inc.	New York
	Financing
    Statement	 	 
	Individual
    UCC-3	Viant Holdings, Inc.	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	Viant Payment Systems, Inc.	Delaware
	Financing
    Statement	 	 





 


Exhibit N









    


     


    

 


	Individual
    UCC-3 	Beech
    Street Corporation	California
	Financing
    Statement	 	 
	Individual
    UCC-3 	Texas
    True Choice, Inc.	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	HealthNetwork
    Systems LLC	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	IHP
    Acquisition Corp.	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3 	HMA
    Acquisition Corporation	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3 	NCN
    Acquisition Corporation	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3 	National
    Care Network, LLC	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3 	MARS
    Acquisition Corp.	Delaware
	Financing
    Statement	 	 
	Individual
    UCC-3	Medical
    Audit & Review Solutions, Inc.	Delaware
	Financing
    Statement	 	 


 


Exhibit N









    


     


    

 


Schedule 8


 


Stock Ownership
and Other Equity Interests


 


	 	 	 	 	 	 	Certificate	 	Number
    of
		 	 	 		 	Nos. of	 	Shares/Units
	Pledgor/	 		 	Class of	 	Issued	 	Issued &
	Record &
    Beneficial	 	 	 	Issued	 	Shares	 	Percentage of
	Owner	 	Issuing Entity	 	Stock/Units	 	/Units	 	Class
	MPH
    Acquisition Corp 1	 	MPH
    Acquisition Holdings LLC	 	LLC
    Interests	 	Uncertificated	 	100%
	 	 		 	 	 		 	 
	MPH
    Acquisition Holdings LLC	 	MPH
    Intermediate Holding Company 1	 	Series A	 	Uncertificated	 	500
		 		 	common
    stock	 		 	(100%)
	 	 	 	 		 	 	 	 
	MPH
    Acquisition Holdings LLC	 	MPH
    Intermediate Holding Company 1	 	Series B	 	Uncertificated	 	500
		 		 	common
    Stock	 		 	(100%)
	MPH
    Intermediate Holding Company 1	 	MPH
    Acquisition Corporation	 	Series A	 	Uncertificated	 	500
		 		 	common
    stock	 		 	(100%)
	MPH
    Intermediate Holding Company 1	 	MPH
    Acquisition Corporation	 	Series B	 	Uncertificated	 	500
		 		 	common
    stock	 		 	(100%)
	MPH
    Acquisition Corporation	 	MultiPlan, Inc.	 	Common
    stock	 	11	 	1,000
		 	 	 		 	 	 	(100%)
	MultiPlan, Inc.	 	MultiPlan
    Corp.	 	Common
    stock	 	6	 	1,000
	 	 	 	 		 	 	 	(100%)
	MultiPlan, Inc.	 	HealthEOS
    by MultiPlan, Inc.	 	Common
    stock	 	4	 	250
	 	 		 		 	 	 	(100%)
	MultiPlan, Inc.	 	MultiPlan
    Services Corporation	 	Common
    stock	 	7	 	100
	 	 		 		 	 	 	(100%)
	MultiPlan, Inc.	 	Viant
    Holdings, Inc.	 	Common
    stock	 	CS-3	 	1,000
	 	 	 	 		 	 	 	(100%)
	MultiPlan, Inc.	 	Private
    Healthcare Systems, Inc.	 	Common
    stock	 	C-1	 	1,000
	 	 		 		 	 	 	(100%)
	MultiPlan, Inc.	 	HMA
    Acquisition Corporation	 	Common
    stock	 	1	 	1,000
	 	 		 		 	 	 	(100%)
	MultiPlan, Inc.	 	NCN
    Acquisition Corporation	 	Common
    stock	 	1	 	1,000
	 	 		 		 	 	 	(100%)



 


Exhibit N






    


     


    

 


	 	 	 	 	 	 	Certificate	 	Number
    of
	 	 	 	 	 	 	Nos. of	 	Shares/Units
	Pledgor/	 	 	 	Class of	 	Issued	 	Issued &
	Record &
    Beneficial	 	 	 	Issued	 	Shares	 	Percentage of
	Owner	 	Issuing
    Entity	 	Stock/Units	 	/Units	 	Class
	MultiPlan, Inc.	 	IHP
    Acquisition Corp.	 	Common
    stock	 	1	 	1,000
	 	 	 	 		 	 	 	(100%)
	MultiPlan, Inc.	 	MARS
    Acquisition Corporation	 	Common
    stock	 	001	 	1,000
	 	 		 		 	 	 	(100%)
	MultiPlan
    Corp.	 	Associates
    for Health Care, Inc.	 	Common
    stock	 	8	 	2,000
	 	 	 	 		 	 	 	(100%)
	MultiPlan
    Corp.	 	ForMost, Inc.	 	Common
    stock	 	11	 	11,111
	 	 	 	 		 	 	 	(100%)
	MultiPlan
    Corp.	 	ProAmerica
    Managed Care, Inc.	 	Common
    stock	 	5	 	5,000
	 	 		 		 	 	 	(100%)
	MultiPlan
    Corp.	 	Admar
    Corporation	 	Common
    stock	 	2	 	1,000
	 	 	 	 		 	 	 	(100%)
	MultiPlan
    Corp.	 	Florida
    Health, L.C.	 	LLC
    Interests	 	1B		1%
	Private
    Healthcare Systems, Inc.	 	American
    Lifecare, Inc.	 	Common
    stock	 	6	 	3,000,000
	 	 	 	 		 	 	 	(100%)
	Private
    Healthcare Systems, Inc.	 	American
    Lifecare Holdings, Inc.	 	Common
    stock	 	2	 	100
	 	 	 	 		 	 	 	(100%)
	Private
    Healthcare Systems, Inc.	 	Statewide
    Independent PPO Inc.	 	Common
    stock	 	4	 	1
		 		 		 	 	 	(100%)
	Viant
    Holdings, Inc.	 	Viant, Inc.	 	Common
    stock	 	002	 	1,000
	 	 	 	 		 	 	 	(100%)
	Viant
    Holdings, Inc.	 	Viant
    Management Services, Inc.	 	Common
    stock	 	008	 	1,000
	 	 	 	 		 	 	 	(100%)
	Viant, Inc.	 	Beech
    Street Corporation	 	Common
    stock	 	003	 	1,000
	 	 	 	 		 	 	 	(100%)
	Viant, Inc.	 	Texas
    True Choice, Inc.	 	Common
    stock	 	001	 	1,000
	 	 	 	 		 	 	 	(100%)
	Viant, Inc.	 	Viant
    Payment Systems, Inc.	 	Common
    stock	 	005	 	1,000
	 	 	 	 		 	 	 	(100%)
	Viant
    Payment Systems, Inc.	 	HealthNetwork
    Systems LLC	 	LLC
    Interests	 	Uncertificated	 	100%
	 	 	 	 	 	 	 	 	 
	HMA
    Acquisition Corporation	 	Savant
    Management Concepts, Inc.	 	Common
    stock	 	2	 	1,000

    (100%)
	HMA
    Acquisition Corporation	 	i/mx
    Technologies, Inc.	 	Common
    stock	 	2	 	1,000
	 	 	 	 		 	 	 	(100%)



 


Exhibit N









    


     


    

 


	 	 	 	 	 	 	Certificate	 	Number
    of
	 	 	 	 	 	 	Nos. of	 	Shares/Units
	Pledgor/	 	 	 	Class of	 	Issued	 	Issued &
	Record &
    Beneficial	 	 	 	Issued	 	Shares	 	Percentage of
	Owner	 	Issuing
    Entity	 	Stock/Units	 	/Units	 	Class
	HMA
    Acquisition Corporation	 	HMA, Inc.	 	Common
    stock	 	25	 	15,798
		 	 	 		 	 	 	(100%)
	NCN
    Acquisition Corporation	 	National
    Care Network, LLC	 	LLC
    Interests	 	Uncertificated	 	100%
	IHP
    Acquisition Corp.	 	Integrated
    Health Plan, Inc.	 	Class A	 	2	 	100
	 	 	 	 	common
    stock	 		 	(100%)
	 	 	 	 		 	 	 	 
	MARS
    Acquisition Corporation	 	Medical
    Audit & Review Solutions, Inc.	 	Common
    stock	 	2	 	100

    (100%)




 


Exhibit N









    


     


    

 


Schedule 9


 


Debt Instruments


 


NONE


 


Exhibit N









    


     


    

  


Schedule 10


 


Advances


 


NONE


 


Exhibit N









    


     


    





 


Schedule 11(A)


 


Registered Intellectual
Property


 


A. COPYRIGHTS AND
COPYRIGHT APPLICATIONS


 


	Copyright
    (Work)	 	Reg.
    No.	 	Owner
	NATIONAL
    CERTIFICATION PROGRAM:

    CREDENTIALING 2000	 

     	TXu000743063

     	 

     	BEECH
    STREET CORPORATION
	NATIONAL
    CARE NETWORK DATA iSIGHT WEBSITE

     	 

     	TX0006855873

     	 

     	NATIONAL
    CARE NETWORK, L.P.
	MYMETRIX.COM	 	TXu000945385	 	VIANT, INC.



 


B. PATENTS AND
PATENT APPLICATIONS


 


	 	 	 	 	Application/Registration	 	 
	Title	 	Country	 	Number	 	Current
    Owner of Record
	SYSTEM
    AND METHOD FOR CALCULATING CLAIM REIMBURSEMENT RECOMMENDATIONS	 	US	 	8103522
    B1	 	NATIONAL
    CARE NETWORK, LLC



 


C. TRADEMARK REGISTRATIONS
AND TRADEMARK APPLICATIONS


 


	Mark	 	Jurisdiction	 	Serial/Registration

                                         Number
	 	Current
    Owner of Record
	BEECH
    STREET	 	US	 	3071061	 	VIANT
    HOLDINGS, INC.
		 	 	 	 	 	 
	BEECH
    STREET	 	US	 	3071065	 	VIANT
    HOLDINGS, INC.
	 	 	 	 	 	 	 
	CAREAWAY
    USA	 	US	 	1944456	 	MULTIPLAN, INC.
	 	 	 	 	 	 	 



 






    Exhibit N


 


     


    

 








	Mark	 	Jurisdiction	 	Serial/Registration

    Number	 	Current
    Owner of Record
	CONSUMER
    SCOPE	 	US	 	3766362	 	NATIONAL
    CARE NETWORK, LLC
	 	 	 	 	 	 	 
	DATA
    ISIGHT (Text & Design)	 	US	 	4665680	 	NATIONAL
    CARE NETWORK, LLC
		 	 	 	 	 	
		 	 	 	 	 	 
	DATA
    ISIGHT (Text)	 	US	 	4665679	 	NATIONAL
    CARE NETWORK, LLC
	 	 	 	 	 	 	 
	ENTERPRICE	 	US	 	3310907	 	MULTIPLAN, INC.
	 	 	 	 	 	 	 
	HEALTHEOS	 	US	 	2993586	 	HEALTHEOS
    BY MULTIPLAN, INC.
	 	 	 	 	 	 	 
	HEALTHEOS	 	US	 	4894721	 	HEALTHEOS
    BY MULTIPLAN, INC.
	 	 	 	 	 	 	 
	I
    and Design	 	US	 	3359415	 	MULTIPLAN, INC.
	 

     	 

     	 

     	 

     	 

     	 

     	 

     
	MEDCENTS	 	US	 	86/655129	 	MULTIPLAN, INC.
	 	 	 	 	 	 	 
	MULTIPLAN	 	US	 	1839584	 	MULTIPLAN, INC.
	 	 	 	 	 	 	 
	MULTIPLAN
    NETWORK	 	US	 	3456460	 	MULTIPLAN, INC.
	 	 	 	 	 	 	 
	NCN &
    DESIGN	 	US	 	3310937	 	NATIONAL
    CARE NETWORK, LLC
		 	 	 	 	 	



 






    Exhibit N


 


     


    

 





	Mark	 	Jurisdiction	 	Serial/Registration

    Number	 	Current
    Owner of Record
	NCN	 	US	 	3310938	 	NATIONAL
    CARE NETWORK, LLC
	 	 	 	 	 	 	 
	PHCS	 	US	 	1477965	 	PRIVATE
    HEALTHCARE SYSTEMS, INC.
	 	 	 	 	 	 	 
	PHCS
    SAVILITY	 	US	 	3736126	 	MULTIPLAN, INC.
	 	 	 	 	 	 	 
	VALUEPOINT	 	US	 	3369309	 	MULTIPLAN, INC.
	 	 	 	 	 	 	 
	VALUEPOINT
    BY MULTIPLAN	 	US	 	3384174	 	MULTIPLAN, INC.
		 	 	 	 	 	 
	VIANT	 	US	 	3477608	 	VIANT
    HOLDINGS, INC.
	 	 	 	 	 	 	 
	TRUECHOICE
    USA	 	US	 	3024096	 	TEXAS
    TRUE CHOICE, INC.
	 	 	 	 	 	 	 



 






    Exhibit N


 


     


    

 





Schedule 11(B)


 


Exclusive IP Agreements


 


NONE


 






    Exhibit N


 


     


    

 


Schedule 12


 


Commercial Tort
Claims


 


NONE


 


 






    Exhibit N


 


     


    

 


Schedule 13


 


Real Property


 


NONE


 


 






    Exhibit N


 


     


    

 


Schedule
14


 


Letter-of-Credit
Rights


 


NONE


 


 






    Exhibit N


 


     


    

 


EXHIBIT O





TO THE CREDIT AGREEMENT


 


FORM OF NOTICE
OF PREPAYMENT


 


[Date]


 


Barclays Bank PLC





700 Prides Crossing





Newark, DE 19713





Attention: Jason Jones





Tel: [________]





Electronic mail: [__________]





[__________]


 


Re:           MPH
Acquisition Holdings LLC – Credit Agreement


 


Ladies and Gentlemen:


 


This Notice of Prepayment
is delivered to you pursuant to Section 5.1 of the Credit Agreement, dated as of June 7, 2016 (as the same may
be amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among
POLARIS INTERMEDIATE CORP., a Delaware corporation, POLARIS MERGER SUB CORP., a Delaware corporation, the Co-Obligors
from time to time party thereto, the Lenders from time to time party thereto, BARCLAYS BANK PLC (the “Administrative
Agent”), as the Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer, GOLDMAN SACHS LENDING
PARTNERS LLC, as Syndication Agent and BANK OF AMERICA, N.A., CITIBANK, N.A. and UBS AG, STAMFORD BRANCH, as
Documentation Agents and the other parties from time to time party thereto.


 


The undersigned Borrower
hereby notifies the Administrative Agent that such Borrower shall prepay [Term Loans] [Revolving Credit Loans] [Extended Revolving
Credit Loans] [Additional/Replacement Revolving Credit Loans] [Swing Line Loans], on        
, 20    , in aggregate principal amount[s] of [$[         
] of [Term Loans] [Revolving Credit Loans] [Extended Revolving Credit Loans] [Additional/Replacement Revolving Credit Loans]
[Swing Line Loans] outstanding as ABR Loans] [$[               ]
of [Term Loans] [Revolving Credit Loans] [Extended Revolving Credit Loans] [Additional/Replacement Revolving Credit Loans] [Swing
Line Loans] outstanding as Eurodollar Loans].


 


[Signature page follows]


 






    Exhibit O


 


     


    

 








The undersigned Borrower
has caused this Notice of Prepayment to be executed and delivered by its duly authorized officers this day of            ,
20   .


 


	 	 	MPH ACQUISITION HOLDINGS LLC
	 	 	 	 
	 	 	By:	                                             
	 	 	Name:	 
	 	 	Title	 


 






    Exhibit O