Exhibit 10.10


 


Execution Version


 


AMENDMENT AGREEMENT NO. 2


 


AMENDMENT AGREEMENT NO. 2, dated as of July 2,
2020 (this “Amendment Agreement”), in respect of that certain Credit Agreement, dated as of June 7, 2016
(as in effect prior to giving effect to this Amendment Agreement, the “Credit Agreement”), among Polaris Intermediate
Corp. (whose rights and obligations therein as initial Holdings, after giving effect to the Internal Restructuring, were assumed
by the Surviving Company (as defined below)), Polaris Merger Sub Corp. (which on the Closing Date was merged with and into MPH
Acquisition Corp 1, with MPH Acquisition Corp 1 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 as the initial Borrower,
after giving effect to the Internal Restructuring, were assumed by MPH Acquisition Holdings LLC), 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.


 


WHEREAS, the Borrower has requested that
each Revolving Credit Lender extend the termination of its existing Revolving Credit Commitments; and


 


WHEREAS, in accordance with Section 13.1
of the Credit Agreement, the Borrower, Holdings, the Administrative Agent and the Revolving Credit Lenders have agreed to amend
the Revolving Credit Maturity Date;


 


NOW, THEREFORE, the parties hereto agree as follows:


 


Section 1. Amendment
to the Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 7 below, from and
after the Amendment No. 2 Effective Date (as defined below), the Credit Agreement shall be amended to delete the stricken
text (indicated textually in the same manner as the following example: stricken text)
and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto (the “Amendment”).


 


Section 2. Effect of Amendment;
Reaffirmation; Etc. (a) Except as expressly set forth herein or in the Amended Credit Agreement, this Amendment Agreement
shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the
Lenders or the Agents under the Credit Agreement or under any other Credit Document and shall not alter, modify, amend or in any
way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision
of the Credit Agreement or of any other Credit Document, all of which are ratified and affirmed in all respects and shall continue
in full force and effect. Without limiting the foregoing, (i) each Credit Party acknowledges and agrees that (A) each
Credit Document to which it is a party is hereby confirmed and ratified and shall remain in full force and effect according to
its respective terms (in the case of the Credit Agreement, as amended hereby) and (B) the Security Documents do, and
all of the Collateral does, and in each case shall continue to, secure the payment of all First Lien Obligations (or equivalent
terms in the Security Agreement) on the terms and conditions set forth in the Security Documents, and hereby confirms and, to
the extent necessary, ratifies the security interests granted by it pursuant to the Security Documents to which it is a party
and (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Guarantee
with respect to all of the First Lien Obligations.


 






    1


     


    

 


(b)            This
Amendment Agreement constitutes a “Credit Document” (as defined in the Credit Agreement).


 


Section 3. Representations of Credit
Parties. Each of the Credit Parties hereby represents and warrants that, on the Amendment No. 2 Effective Date, immediately
prior to and immediately after giving effect to the transactions contemplated by this Amendment Agreement:


 


(a)            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 Amendment
No. 2 Effective 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 and except
where such representations and warranties are qualified by materiality, a Material Adverse Effect, or similar language, in which
case such representation or warranty shall be true and correct in all respects);


 


(b)            no
Default or Event of Default shall have occurred and be continuing; and


 


(c)            the
Credit Parties and their Subsidiaries on a consolidated basis are Solvent.


 


Section 4. Governing Law. THIS
AMENDMENT 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 5. Miscellaneous. Sections
13.13 and 13.15 of the Credit Agreement are incorporated herein by reference and apply mutatis mutandis.


 


Section 6. Counterparts. This
Amendment Agreement may be executed by one or more of the parties to this Amendment 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 7. Effectiveness. This
Amendment Agreement shall become effective on the date (the “Amendment No. 2 Effective Date”) when each
of the following conditions shall have been satisfied:


 






    2


     


    

 


(a)          the
Administrative Agent shall have received from each Credit Party, the Administrative Agent and each Revolving Credit Lender either
(i) a counterpart of the Amendment Agreement signed on behalf of such party or (ii) written evidence satisfactory to
the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Amendment
Agreement) that such party has signed a counterpart of this Amendment Agreement;


 


(b)          the
Administrative Agent shall have received payment for all reasonable and documented costs and expenses required to be paid or reimbursed
under Section 13.5 of the Credit Agreement (including the reasonable and documented legal fees and expenses of Davis Polk &
Wardwell LLP, counsel to the Administrative Agent) for which invoices have been presented a reasonable period of time prior to
the Amendment No. 2 Effective Date;


 


(c)          the
representations and warranties set forth in Section 3 of this Amendment Agreement shall be true and correct;


 


(d)          the
Administrative Agent shall have received:


 


(i)            a
certificate of each Credit Party, dated the Amendment No. 2 Effective Date, substantially consistent with the certificates
delivered on the Closing Date pursuant to Section 6.5 of the Credit Agreement or otherwise reasonably acceptable to the Administrative
Agent;


 


(ii)           a
certificate of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization
of each Credit Party; and


 


(iii)          a
legal opinion of Simpson Thacher & Bartlett LLP, counsel to Holdings, the Borrower and its Subsidiaries, in form and substance
reasonably satisfactory to the Administrative Agent; and


 


(e)           the
Borrower shall have paid an upfront fee to each Revolving Credit Lender in an amount equal to 0.125% of such Revolving Credit Lender’s
Revolving Credit Commitment on the Amendment No. 2 Effective Date, which upfront fee shall be fully earned and payable on,
and subject to the occurrence of, the Amendment No. 2 Effective Date, and shall not be refundable for any reason.


 


Section 8. No Novation. Nothing
herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement
or instruments securing the same, which shall remain in full force and effect, except to any extent modified hereby or by
instruments executed concurrently herewith and except to the extent repaid as provided herein. Nothing implied in this
Amendment Agreement or in any other document contemplated hereby shall discharge or release the Lien or priority of any
Security Document or any other security therefor or otherwise be construed as a release or other discharge of any of the
Credit Parties under any Credit Document from any of its obligations and liabilities as a borrower, guarantor or pledgor
under any of the Credit Documents, except, in each case, to any extent modified hereby and except to the extent repaid as
provided herein.


 


[SIGNATURE PAGES FOLLOW]


 






    3


     


    

 


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


 


	 	MPH ACQUISITION CORP 1,
	 	as Holdings
	 	 
	 	By:	/s/ David L. Redmond
	 	Name: David L. Redmond
	 	Title: Treasurer and Secretary
	 	 
	 	MPH ACQUISITION HOLDINGS LLC,
	 	as Borrower
	 	 
	 	By:	/s/ David L. Redmond
	 	Name: David L. Redmond
	 	Title: Treasurer and Secretary


 


[Signature Page to Amendment Agreement]


 






    


     


    

 


	 	MULTIPLAN HOLDING CORPORATION
	 	MPH INTERMEDIATE HOLDING COMPANY 1
	 	NATIONAL CARE NETWORK, LLC




 


	 	By:	/s/ David L. Redmond
	 	Name: David L. Redmond
	 	Title: Treasurer and Secretary


 


	 	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
	 	ADMAR CORPORATION
	 	BEECH STREET CORPORATION
	 	MULTIPLAN, INC.
	 	STATEWIDE INDEPENDENT PPO INC.
	 	ASSOCIATES FOR HEALTH CARE, INC.
	 	HEALTHEOS BY MULTIPLAN, INC.




 


	 	By:	/s/ David L. Redmond
	 	Name: David L. Redmond
	 	Title: Executive Vice President,
	 	          Chief Financial Officer,
	 	          Treasurer and Secretary


 


[Signature Page to Amendment Agreement]


 






    


     


    

 


	 	BARCLAYS BANK PLC,
	 	as Administrative Agent and a Revolving Credit
	 	Lender




 


	 	By:	/s/ Evan Moriarty
	 	Name: Evan Moriarty
	 	Title: Vice President


 


[Signature Page to Amendment Agreement]


 






    


     


    

 


	 	GOLDMAN SACHS LENDING PARTNERS
	 	LLC, as a Revolving Credit Lender




 


	 	By:	/s/ Annie Carr
	 	Name: Annie Carr
	 	Title: Authorized Signatory


 


[Signature Page to Amendment Agreement]


 






    


     


    

 


	 	BANK OF AMERICA, N.A.,
	 	as a Revolving Credit Lender




 


	 	/s/ Dave Strickert
	 	Name: Dave Strickert
	 	Title: Managing Director


 


[Signature Page to Amendment Agreement]


 






    


     


    

 


	 	CITIBANK, N.A.,
	 	as a Revolving Credit Lender




 


	 	By:	/s/ Alvaro De Velasco
	 	Name: Alvaro De Velasco
	 	Title: Vice-President


 


[Signature Page to Amendment Agreement]


 






    


     


    

 



 


	 	UBS AG, STAMFORD BRANCH,
	 	 
	 	as a Revolving Credit Lender




 


	 	By:	/s/ Darlene Arias
	 	 	Name:	Darlene Arias
	 	 	Title:	Director
	 	 	 	 
	 	By:	/s/ Anthony Joseph
	 	 	Name:	Anthony Joseph
	 	 	Title:	Associate Director



  


[Signature Page to Amendment Agreement]


 






    


     


    

 


Exhibit A


 


[Amendments to Credit Agreement attached]


 






    


     


    

 


Execution Version


 





 



 


CREDIT AGREEMENT


 


Dated as of June 7, 2016





as amended by Incremental Agreement No. 1,
dated as of June 12, 2017





as
amended by Amendment Agreement No. 2, dated as of July 2, 2020


 


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	7475
	 	 	 
	1.3	Accounting Terms	76
	 	 	 
	1.4	Rounding	77
	 	 	 
	1.5	References to Agreements, Laws, Etc.	77
	 	 	 
	1.6	Times of Day	77
	 	 	 
	1.7	Timing of Payment or Performance	77
	 	 	 
	1.8	Currency Equivalents Generally	77
	 	 	 
	1.9	Classification of Loans and Borrowings	78
	 	 	 
	1.10	[Reserved]	78
	 	 	 
	1.11	Limited Condition Acquisitions	78
	 	 	 
	1.12	Pro Forma and Other Calculations	79
	 	 	 
	SECTION 2. AMOUNT AND TERMS OF CREDIT FACILITIES	81
	 	 
	2.1	Loans	81
	 	 	 
	2.2	Minimum Amount of Each Borrowing; Maximum Number of Borrowings	8182
	 	 	 
	2.3	Notice of Borrowing	83
	 	 	 
	2.4	Disbursement of Funds	84
	 	 	 
	2.5	Repayment of Loans; Evidence of Debt	85
	 	 	 
	2.6	Conversions and Continuations	86
	 	 	 
	2.7	Pro Rata Borrowings	8587
	 	 	 
	2.8	Interest	87
	 	 	 
	2.9	Interest Periods	88
	 	 	 
	2.10	Increased Costs, Illegality, Etc	88
	 	 	 
	2.11	Compensation	90


 






    	 	i	 



     


    

 


	 	 	Page
	 	 	 
	2.12	Change of Lending Office	90
	 	 	 
	2.13	Notice of Certain Costs	91
	 	 	 
	2.14	Incremental Facilities	8991
	 	 	 
	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	94
	 	 	 
	2.16	Defaulting Lenders	9698
	 	 	 
	2.17	Term Loan Exchange Notes	100
	 	 	 
	SECTION 3. LETTERS OF CREDIT	100102
	 	 
	3.1	Issuance of Letters of Credit	100102
	 	 	 
	3.2	Letter of Credit Requests	101103
	 	 	 
	3.3	Letter of Credit Participations	104
	 	 	 
	3.4	Agreement to Repay Letter of Credit Drawings	105
	 	 	 
	3.5	Increased Costs	106
	 	 	 
	3.6	New or Successor Letter of Credit Issuer	105107
	 	 	 
	3.7	Role of Letter of Credit Issuer	108
	 	 	 
	3.8	Cash Collateral	108
	 	 	 
	3.9	[Reserved]	109
	 	 	 
	3.10	Conflict with Issuer Documents	109
	 	 	 
	3.11	Letters of Credit Issued for Restricted Subsidiaries	109
	 	 	 
	3.12	Other	109
	 	 	 
	3.13	Applicability of ISP and UCP	108110
	 	 	 
	SECTION 4. FEES; COMMITMENT REDUCTIONS AND TERMINATIONS	110
	 	 
	4.1	Fees	110
	 	 	 
	4.2	Voluntary Reduction of Commitments	111
	 	 	 
	4.3	Mandatory Termination of Commitments	112
	 	 	 
	SECTION 5. PAYMENTS	112
	 	 
	5.1	Voluntary Prepayments	112


 






    	 	ii	 



     


    

 


	 	 	Page
	 	 	 
	5.2	Mandatory Prepayments	113
	 	 	 
	5.3	Method and Place of Payment	118
	 	 	 
	5.4	Net Payments	118
	 	 	 
	5.5	Computations of Interest and Fees	121
	 	 	 
	5.6	Limit on Rate of Interest.	121
	 	 	 
	SECTION 6. CONDITIONS PRECEDENT TO INITIAL CREDIT EVENT	122
	 	 
	6.1	Credit Documents	122
	 	 	 
	6.2	Collateral	122
	 	 	 
	6.3	Legal Opinions	123
	 	 	 
	6.4	Structure and Terms of the Transaction; No Material Adverse Effect	123
	 	 	 
	6.5	Closing Certificates	124
	 	 	 
	6.6	Corporate Proceedings	124
	 	 	 
	6.7	Corporate Documents	124
	 	 	 
	6.8	Solvency Certificate	124
	 	 	 
	6.9	Financial Statements	124
	 	 	 
	6.10	PATRIOT ACT	124
	 	 	 
	6.11	Fees and Expenses	124
	 	 	 
	6.12	Specified Representations	124
	 	 	 
	SECTION 7. CONDITIONS PRECEDENT TO ALL CREDIT EVENTS	125
	 	 
	7.1	No Default; Representations and Warranties	125
	 	 	 
	7.2	Notice of Borrowing; Letter of Credit Request	125
	 	 	 
	SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS	125
	 	 
	8.1	Corporate Status	125
	 	 	 
	8.2	Corporate Power and Authority; Enforceability	125
	 	 	 
	8.3	No Violation	126
	 	 	 
	8.4	Litigation	126
	 	 	 
	8.5	Margin Regulations	126


 






    	 	iii	 



     


    

 


	 	 	Page
	 	 	 
	8.6	Governmental Approvals	126
	 	 	 
	8.7	Investment Company Act	126
	 	 	 
	8.8	True and Complete Disclosure	126
	 	 	 
	8.9	Financial Statements	127
	 	 	 
	8.10	Tax Returns and Payments, Etc.	127
	 	 	 
	8.11	Compliance with ERISA	128
	 	 	 
	8.12	Subsidiaries	128
	 	 	 
	8.13	Intellectual Property	128
	 	 	 
	8.14	Environmental Laws	128
	 	 	 
	8.15	Properties, Assets and Rights	129
	 	 	 
	8.16	Solvency	129
	 	 	 
	8.17	Material Adverse Change	129
	 	 	 
	8.18	Use of Proceeds	129
	 	 	 
	8.19	FCPA	130
	 	 	 
	8.20	Sanctioned Persons	130
	 	 	 
	8.21	PATRIOT ACT	130
	 	 	 
	8.22	Labor Matters	130
	 	 	 
	8.23	Subordination of Junior Financing	130
	 	 	 
	8.24	No Default	130
	 	 	 
	SECTION 9. AFFIRMATIVE COVENANTS	130
	 	 
	9.1	Information Covenants	131
	 	 	 
	9.2	Books, Records and Inspections	133
	 	 	 
	9.3	Maintenance of Insurance.	134
	 	 	 
	9.4	Payment of Taxes	134
	 	 	 
	9.5	Consolidated Corporate Franchises	134
	 	 	 
	9.6	Compliance with Statutes	134
	 	 	 
	9.7	ERISA	135


 






    	 	iv	 



     


    

 


	 	 	Page
	 	 	 
	9.8	Good Repair	135
	 	 	 
	9.9	End of Fiscal Years; Fiscal Quarters	135
	 	 	 
	9.10	Additional Guarantors, Grantors and Co-Obligors	136
	 	 	 
	9.11	Pledges of Additional Stock and Evidence of Indebtedness	136
	 	 	 
	9.12	Use of Proceeds	136
	 	 	 
	9.13	Changes in Business	137
	 	 	 
	9.14	Further Assurances	137
	 	 	 
	9.15	Designation of Subsidiaries	138
	 	 	 
	9.16	Maintenance of Ratings	138
	 	 	 
	9.17	Post-Closing Obligations	138
	 	 	 
	SECTION 10. NEGATIVE COVENANTS	139
	 	 
	10.1	Limitation on Indebtedness	139
	 	 	 
	10.2	Limitation on Liens	147
	 	 	 
	10.3	Limitation on Fundamental Changes	152
	 	 	 
	10.4	Limitation on Sale of Assets	154
	 	 	 
	10.5	Limitation on Investments	157
	 	 	 
	10.6	Limitation on Restricted Payments	161
	 	 	 
	10.7	Limitations on Debt Payments and Amendments	167
	 	 	 
	10.8	Negative Pledge Clauses	167
	 	 	 
	10.9	Passive Holding Company; Etc.	170
	 	 	 
	10.10	Consolidated First Lien Debt to Consolidated EBITDA Ratio	171
	 	 	 
	10.11	Transactions with Affiliates	171
	 	 	 
	SECTION 11. EVENTS OF DEFAULT	174
	 	 
	11.1	Payments	174
	 	 	 
	11.2	Representations, Etc.	174
	 	 	 
	11.3	Covenants	174
	 	 	 
	11.4	Default Under Other Agreements	175








 






    	 	v	 



     


    

 


	 	 	Page
	 	 	 
	11.5	Bankruptcy, Etc.	175
	 	 	 
	11.6	ERISA	175
	 	 	 
	11.7	Guarantee	176
	 	 	 
	11.8	Security Document	176
	 	 	 
	11.9	Judgments	176
	 	 	 
	11.10	Change of Control	176
	 	 	 
	11.11	Borrower’s Right to Cure	176
	 	 	 
	SECTION 12. THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT.	178
	 	 
	12.1	Appointment.	178
	 	 	 
	12.2	Limited Duties	178
	 	 	 
	12.3	Binding Effect	178
	 	 	 
	12.4	Delegation of Duties	178
	 	 	 
	12.5	Exculpatory Provisions	179
	 	 	 
	12.6	Reliance by Administrative Agent	179
	 	 	 
	12.7	Notice of Default	179
	 	 	 
	12.8	Non-Reliance on Administrative Agent and Other Lenders	180
	 	 	 
	12.9	Indemnification	180
	 	 	 
	12.10	Agent in Its Individual Capacity	180
	 	 	 
	12.11	Successor Agent	181
	 	 	 
	12.12	Withholding Tax	182
	 	 	 
	12.13	Duties as Collateral Agent and as Paying Agent	182
	 	 	 
	12.14	Authorization to Release Liens and Guarantees	182
	 	 	 
	12.15	Intercreditor Agreements	182
	 	 	 
	12.16	Secured Cash Management Agreements and Secured Hedge Agreements	183
	 	 	 
	12.17	Administrative Agent May File Proofs of Claim	183
	 	 	 
	SECTION 13. MISCELLANEOUS.	184
	 	 
	13.1	Amendments and Waivers	184



 






    	 	vi	 



     


    

 


	 	 	Page
	 	 	 
	13.2	Notices; Electronic Communications	186
	 	 	 
	13.3	No Waiver; Cumulative Remedies	189
	 	 	 
	13.4	Survival of Representations and Warranties	189
	 	 	 
	13.5	Payment of Expenses; Indemnification.	190
	 	 	 
	13.6	Successors and Assigns; Participations and Assignments; Etc.	192
	 	 	 
	13.7	Replacements of Lenders Under Certain Circumstances	198
	 	 	 
	13.8	Adjustments; Set-off	199
	 	 	 
	13.9	Counterparts	200
	 	 	 
	13.10	Severability	200
	 	 	 
	13.11	Integration	200
	 	 	 
	13.12	GOVERNING LAW	200
	 	 	 
	13.13	Submission to Jurisdiction; Waivers	200
	 	 	 
	13.14	Acknowledgments	201
	 	 	 
	13.15	WAIVERS OF JURY TRIAL	201
	 	 	 
	13.16	Confidentiality	202
	 	 	 
	13.17	Release of Collateral and Guarantee Obligations; Subordination of Liens	202
	 	 	 
	13.18	USA PATRIOT ACT	203
	 	 	 
	13.19	Legend	204
	 	 	 
	13.20	Payments Set Aside	204
	 	 	 
	13.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	204
	 	 	 
	13.22	Co-Obligor Obligations.	204



 






    	 	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 “Closing Date 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.


 






    -3-


     


    












 


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


 


“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.


 


“Amendment Agreement
No. 2” shall mean the Amendment Agreement No. 2, dated as of July 2, 2020, among the Borrower, Holdings,
the other Guarantors, the Revolving Credit Lenders party thereto and the Administrative Agent.


 


“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.


 






    -4-


     


    

 


“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):


 


	 	Consolidated First Lien	Applicable Margin for	Applicable Margin for
	 	Debt to Consolidated	Initial Term Loans that	Initial Term Loans that
	Pricing Level	EBITDA Ratio	are Eurodollar Loans	are ABR Loans
	1	Greater than 3.75:1.00	3.00%	2.00%
	2	Less than or equal to 3.75:1.00	2.75%	1.75%


 


(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, (x) 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 and (y) during the period from the First Incremental Agreement Effective Date
until the date on which Section 9.1 Financials are delivered to the Administrative Agent under Section 9.1(b) for
the fiscal quarter of the Borrower ending June 30, 2017, the Applicable Margin for the Initial Term Loans shall be determined
by reference to “Pricing Level 1” set forth in the applicable table 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.


 






    -5-


     


    

 


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


 


“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 or any Incremental Facility 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);


 






    -6-


     


    

 


(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;


 


(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.”


 






    -7-


     


    







 





“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;


 


(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.


 






    -8-


     


    

 


“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.


 


“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 the First Incremental Agreement Effective Date, as applicable (or resulting from conversions on a given date
after the Closing Date or the First Incremental Agreement Effective Date, as applicable) 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,


 






    -10-


     


    

 


(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,


 


(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;


 






    -11-


     


    

 


(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;


 


(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


 






    -12-


     


    

 


(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.


 


“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.


 






    -13-


     


    

 


“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


 


(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.


 






    -14-


     


    

 


“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.


 


“Closing Date Term Loan Facility”
shall have the meaning provided for such term in the recitals to this Agreement.


 


“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).


 






    -15-


     


    

 


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.


 


“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),


 






    -16-


     


    

 


(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,


 


(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),


 






    -17-


     


    

 


(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,


 


(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,


 






    -18-


     


    

 


(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, 


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.


 






    -19-


     


    





 


“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.


 


“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;


 



    -20-


     


    

 


(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;


 


(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.


 






    -21-


     


    

 


“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,


 


(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,


 



    -22-


     


    

 


(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,


 


(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,


 



    -23-


     


    

 


(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,


 


(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.


 






    -24-


     


    

 


“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.


 


“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).


 






    -25-


     


    

 


“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).


 


“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).


 






    -27-


     


    

 


“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.


 


“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).


 






    -28-


     


    

 


“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.


 


“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.


 






    -29-


     


    

 



 


“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.


 


“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.


 






    -30-


     


    

 


“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.


 


“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.


 






    -31-


     


    

 


“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


 


“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


 






    -32-


     


    

 


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);


 


(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;


 








    -33-


     


    

 


(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;


 


(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;


 






    -34-


     


    

 


(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;


 


(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.


 






    -35-


     


    

 


“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),


 


(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.


 






    -36-


     


    

 


“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),


 


(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,


 






    -37-


     


    

 


(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.


 


“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.


 






    -38-


     


    

 


“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).


 


“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.


 






    -39-


     


    

 



 


“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.


 


“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 Incremental Agreement”
shall mean that certain Incremental Agreement No. 1, dated as of June 12, 2017 among the Borrower, Holdings, the other
Guarantors, the Tranche B Term Lenders party thereto and the Administrative Agent.


 


“First Incremental Agreement Effective
Date” shall have the meaning provided in the First Incremental Agreement.


 


“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.


 






    -40-


     


    

 


“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.


 


“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.


 






    -41-


     


    

 


“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.


 


“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.


 






    -42-


     


    

 


“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.


 


“Holdco
Notes” shall mean the 8.500% / 9.250% Senior PIK Toggle Notes due 2022 issued pursuant to the Holdco Notes Indenture.


 


“Holdco
Notes Indenture” shall mean the Indenture dated November 21, 2017, among Polaris Intermediate Corp., as Issuer, and
Wilmington Trust, National Association, with its successors, as Trustee.


 


“Holdco
Notes Maturity Date” shall mean December 1, 2022.


 


“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.


 






    -43-


     


    

 


“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.


 


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


 






    -44-


     


    

 


“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;


 






    -45-


     


    

 


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
mean (a) prior to the First Incremental Agreement Effective Date, the loans made on the Closing Date pursuant to Section 2.1(a) and
(b) from and after the First Incremental Agreement Effective Date, the Incremental Term Loans made on the First Incremental
Agreement Effective Date pursuant to the First Incremental Agreement.


 


“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”, (b) in the case of each Tranche B Term Lender, the amount of such Lender’s Incremental Term
Loan Commitment under the First Incremental Agreement (including, for the avoidance of doubt, the amount allocated to each
Rollover Lender (as defined in the First Incremental Agreement)) and (c) in the case of any Lender that becomes a Lender
after the Closing Date or the First Amendment Effective Date, as applicable, 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 was $3,470,000,000 and the aggregate
amount of the Initial Term Loan Commitments as of the First Incremental Agreement Effective Date is $3,165,000,000.


 






    -46-


     


    

 


“Initial Term Loan Facility”
shall mean (a) prior to the First Incremental Agreement Effective Date, the Closing Date Term Loan Facility and (b) from
and after the First Incremental Agreement Effective Date, the facility under which the Tranche B Term Loans are made available
on the First Incremental Agreement Effective Date pursuant to the First Incremental Agreement.


 


“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.


 






    -47-


     


    

 


“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


 






    -48-


     


    

 


“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.


 


“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
(including, for the avoidance of doubt, the Tranche B Term Lenders under the First Incremental Agreement), 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.


 






    -49-


     


    

 



 


“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.


 






    -50-


     


    

 


“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.


 


“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.


 






    -51-


     


    

 


“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.


 


“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),


 






    -52-


     


    

 


(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),


 


(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:


 






    -53-


     


    

 


(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


 


(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.


 






    -54-


     


    

 


“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).


 


“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,


 






    -55-


     


    

 


(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


 


(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.


 






    -56-


     


    

 


“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.


 


“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.


 






    -57-


     


    

 


“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.


 


“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.


 






    -58-


     


    

 


“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;


 


(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;


 






    -59-


     


    

 



 


(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;


 


(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;


 






    -60-


     


    

 


(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;


 


(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.


 






    -61-


     


    

 


“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.


 


“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).


 






    -62-


     


    

 


“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.


 






    -63-


     


    

 


“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 13.5(a).


 


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


 


“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).


 






    -64-


     


    

 


“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.


 


“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.


 






    -65-


     


    

 


“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.


 


“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).


 






    -66-


     


    

 


“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.


 


“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).


 






    -67-


     


    

 


“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).


 


“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,June 7,
2023 or, if such anniversarydate
is not a Business Day, the Business Day immediately following such anniversary.date,
provided that, if on the date that is 91 days prior to the Holdco Notes Maturity Date, more than $300,000,000 in aggregate principal
amount of the Holdco Notes remain outstanding, then the Revolving Credit Maturity Date shall be
the date that is 91 days prior to the Holdco Notes Maturity Date, or, if such date is not a Business Day, the Business Day immediately
following such date.


 






    -68-


     


    

 


“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.


 


“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.


 






    -69-


     


    

 



 


“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.


 


“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).


 






    -70-


    


    

 


“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.


 


“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.”


 






    -71-


    


    

 


“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.


 


“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.


 






    -72-


    


    

 


“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.


 


“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.


 






    -73-


    


    

 


“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.


 


“Tranche B Term Lender”
shall have the meaning provided for such term in the First Incremental Agreement.


 


“Tranche B Term Loan” shall have
the meaning provided for such term in the First Incremental Agreement.


 


“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).


 


“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).


 






    -74-


    


    

 


“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.


 


“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.


 






    -75-


    


    

 


(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.


 


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.


 






    -76-


    


    

 


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.


 


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.


 






    -77-


    


    

 


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);


 


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.


 






    -78-


    


    

 


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.


 


(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.


 






    -79-


    


    

 



 


(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.


 


(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.


 






    -80-


     


    

 


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
(or in the case of any Rollover Lender (as defined in the First Incremental Agreement) on the First Incremental Agreement Effective
Date, be deemed to make) a loan or loans 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 (x) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described
in clause (a) of the definition of Initial Term Loan Commitments, on the Closing Date, and (y) in the case of Initial
Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of the definition of Initial Term Loan
Commitments, on the First Incremental Agreement Effective Date, (iv) shall
be denominated in Dollars, (v) 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 (vi) 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).


 






    -81-


     


    

 


(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.


 


(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.


 






    -82-


     


    

 


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 Initial Term Loans made in respect
of Initial Term Loan Commitments described in clause (a) of the definition of Initial Term Loan Commitments, the Closing
Date, (y) in the case of Initial Term Loans made in respect of Initial Term Loan Commitments described in clause (b) of
the definition of Initial Term Loan Commitments, the First Incremental Agreement Effective Date, and, (z) in the case of
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.


 


(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.


 






    -83-


     


    

 


(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.


 






    -84-


     


    

 


(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 on June 30, 2017 (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 Tranche B Term Loans on the First
Incremental Agreement Effective 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”) (provided that it being understood and agreed that after giving pro forma
effect to the voluntary prepayments made by the Borrower in accordance with Section 5 prior to the First Incremental Agreement
Effective Date, no amounts are payable under this Section 2.5(b) until the Initial Term Loan Maturity Date).


 


(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.


 






    -85-


     


    

 


(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.


 


(h)            For
the avoidance of doubt, the Tranche B Term Loans made on the First Incremental Agreement Effective Date (x) shall constitute
the Initial Term Loans for all purposes of this Agreement, (y) shall mature and shall become due and payable on the Initial
Term Loan Maturity Date and (z) shall be repaid in quarterly installments in accordance with Section 2.5(b).


 


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.


 






    -86-


     


    

 


(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.


 






    -87-


     


    

 


(e)         All
computations of interest hereunder shall be made in accordance with Section 5.5.


 


(f)          The
Administrative Agent, upon determining the interest rate for any Borrowing of 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


 






    -88-


     


    

 


(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).


 






    -89-


     


    

 



 


(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.


 


(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.


 






    -90-


     


    

 


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.


 


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).


 






    -91-


     


    

 


(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)).


 






    -92-


     


    

 


(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)).


 


(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.


 






    -93-


     


    

 


(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.


 






    -94-


     


    

 


(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).


 






    -95-


     


    

 


(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.


 






    -96-


     


    

 


(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.


 






    -97-


     


    

 


(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.


 


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;


 






    -98-


     


    

 


(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


 


(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.


 






    -99-


     


    

 



 


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).


 






    	 	-100-	 



     


    

 


(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.


 






    	 	-101-	 



     


    

 


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.


 


(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.


 






    	 	-102-	 



     


    

 


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.


 


(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.


 






    	 	-103-	 



     


    

 


(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:


 






    	 	-104-	 



     


    

 


(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);


 


(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.


 






    	 	-105-	 



     


    

 


(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.


 






    	 	-106-	 



     


    

 


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.


 






    	 	-107-	 



     


    

 


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.


 






    	 	-108-	 



     


    

 


(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.


 


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.


 






    	 	-109-	 



     


    

 


 



 


(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.


 


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.


 






    	 	-110-	 



     


    

 


(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.


 


(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.


 






    	 	-111-	 



     


    

 


(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
Initial Term Loan Commitments described in clause (a) of the definition thereof shall terminate upon the occurrence of the
Closing Date and the Initial Term Loan Commitments described in clause (b) of the definition thereof shall terminate upon
the occurrence of the First Incremental Agreement Effective 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.


 






    	 	-112-	 



     


    

 


(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 six-month anniversary of the First Incremental Agreement Effective 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 six months following the the First Incremental Agreement Effective 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.


 






    	 	-113-	 



     


    

 


(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.


 






    	 	-114-	 



     


    

 


(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.


 


(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.


 






    	 	-115-	 



     


    

 


(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.


 


(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).


 






    	 	-116-	 



     


    

 


(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.


 


(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.


 






    	 	-117-	 



     


    

 


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.


 






    	 	-118-	 



     


    

 


(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:


 


 



    	 	-119-	 



     


    




 



 


(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).


  



    	 	-120-	 



     


    




 


(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.


 


(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:


 


 






    	 	-121-	 



     


    

 


(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.


 


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).


 






    	 	-122-	 



     


    







 


(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.


  






    	 	-123-	 



     


    

  


(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.


 


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.


  






    	 	-124-	 



     


    

 


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.


  






    	 	-125-	 



     


    




 


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.


  






    	 	-126-	 



     


    




 


(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.


 


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.


   






    	 	-127-	 



     


    

 


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.


 


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.


  






    	 	-128-	 



     


    

  


(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.


 


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 (other than the Tranche B Term Loans made on the First Incremental
Agreement Effective Date pursuant to the First Incremental Agreement) 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.
The proceeds of the Tranche B Term Loans made on the First Incremental Agreement Effective Date pursuant to the First Incremental
Agreement shall be used on the First Incremental Agreement Effective Date, (a) to prepay in full all Initial Term Loans outstanding
hereunder as of the First Incremental Agreement Effective Date (immediately prior to giving effect to the First Incremental Agreement),
all accrued and unpaid interest thereon and all other Obligations in respect thereof and (b) to pay the fees, expenses and
other amounts incurred in connection with the transactions contemplated by the First Incremental Agreement.


  






    	 	-129-	 



     


    





 


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.


 


(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:


 






    	 	-130-	 



     


    




 


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.


 






    	 	-131-	 



     


    

 


(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.


 


(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.


 






    	 	-132-	 



     


    

 


(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.


 


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.


 






    	 	-133-	 



     


    

 


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.


 


(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.


 


 



    	 	-134-	 



     


    




  


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.


 


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.


 



    	 	-135-	 



     


    







 


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.


 


(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 (other than the Tranche B Term Loans made on the First Incremental Agreement
Effective Date pursuant to the First Incremental Agreement) 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 the Tranche B Term Loans made on the First Incremental Agreement Effective Date pursuant to the First Incremental Agreement
shall be used on the First Incremental Agreement Effective Date, (a) to prepay in full all Initial Term Loans outstanding
hereunder as of the First Incremental Agreement Effective Date (immediately prior to giving effect to the First Incremental Agreement),
all accrued and unpaid interest thereon and all other Obligations in respect thereof and (b) to pay the fees, expenses and
other amounts incurred in connection with the transactions contemplated by the First Incremental Agreement. 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.


  






    	 	-136-	 



     


    

  


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.


 


(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;


  






    	 	-137-	 



     


    

 


(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.


 


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).


  






    	 	-138-	 



     


    

  


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;


 


(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;


 






    	 	-139-	 



     


    


 


(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


 


(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;


 






    -140-


     


    

 


(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)            (a) 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;


 


(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;


 






    -141-


     


    

 


(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);


 


(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;


 






    -142-


     


    

 


(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;


 


(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 9.1 Financials most recently
delivered on or prior to such date); provided, 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;


 






    -143-


     


    

 


(t)            (i) Indebtedness
Incurred in connection with any Sale Leaseback and (ii) any Permitted Refinancing Indebtedness Incurred to Refinance such
Indebtedness;


 


(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”;


 






    -144-


     


    

 


(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;


 


(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;


 






    -145-


     


    

 


(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;


 


(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


 






    -146-


     


    

 


(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);


 






    -147-


     


    

 


(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;


 



    -148-


     


    




 


(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;


 


(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;


 






    -149-


     


    

 



 


(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;


 


(aa)          Liens
securing Hedging Agreements submitted for clearing in accordance with Applicable Law;


 






    -150-


     


    

 


(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;


 


(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.


 






    -151-


     


    

 





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);


 






    -152-


     


    

 


(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


 


(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.


 






    -153-


     


    

 


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;


 


(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);


 






    -154-


     


    

 


(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;


 


(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;


 






    -155-


     


    

 


(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;


 


(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;


 






    -156-


     


    

 


(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;


 


(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;


 






    -157-


     


    

 


(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;


 


(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;


 






    -158-


     


    

 


(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);


 


(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;


 






    -159-


     


    

 



 


(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;


 


(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;


 




    -160-


     


    

 


(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.


 


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:


 






    -161-


     


    

 


(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;


 






    -162-


     


    

 


(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);


 


(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;


 






    -163-


     


    

 


(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;


 


(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;


 






    -164-


     


    

 


(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);


 


(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;


 






    -165-


     


    

 


(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.


 






    -166-


     


    

 


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:


 






    -167-


     


    

 


(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;


 


(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,


 






    -168-


     


    

 


(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.


 




    -169-


     


    

 



 


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.


 






    -170-


     


    

 


(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;


 




    -171-


     


    

 


(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;


 




    -172-


     


    

 


(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;


 






    -173-


     


    

 


(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


 






    -174-


     


    

 


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


 






    -175-


     


    

 


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:


 






    -176-


     


    

 


(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.


 




    -177-


     


    

 


 


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.


 






    -178-


     


    

 


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).


 






    -179-


     


    

 



 


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.


 






    -180-


     


    

 


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.


 






    -181-


     


    

 


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.


 






    -182-


     


    

 


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.


 






    -183-


     


    

 


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);


 






    -184-


     


    

 


(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.


 






    -185-


     


    

 


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: [             
  ] 


 






    -186-


     


    

 


(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.


 






    -187-


     


    

 


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.


 






    -188-


     


    

 


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.


 






    -189-


     


    

 



 


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.


 






    -190-


     


    

 


(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.


 






    -191-


     


    

 


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.


 


(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;


 






    -192-


     


    

 


(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


 


(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).


 






    -193-


     


    

 


(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.


 






    -194-


     


    

 


(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.


 






    -195-


     


    

 


(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.


 


(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


 






    -196-


     


    

 


(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.


 


(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).


 






    -197-


     


    

 


(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.


 


(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.


 






    -198-


     


    

 


(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.


 






    -199-


     


    

 



 


(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;


 






    -200-


     


    

 


(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;


 


(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.


 






    -201-


     


    

 


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.


 


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.


 






    -202-


     


    

 


(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.


 






    -203-


     


    

 





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.


 


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.


 






    -204-


     


    

 


(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:


 


(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.


 






    -205-


     


    

 


(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]


 






    -206-


     


    

 


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:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	POLARIS MERGER SUB CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



  


[SIGNATURE PAGE TO CREDIT AGREEMENT]


 






    


     


    

 


	 	BARCLAYS BANK PLC
	 	 
	 	as Administrative Agent, Collateral
    Agent, Letter of Credit Issuer and Lender




 


	 	By:	    
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	[LENDERS]	 
	 	 	 	 
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[SIGNATURE PAGE TO CREDIT AGREEMENT]