Exhibit 10.1


 


EXECUTION
VERSION


 


	 
     

    

	 

    CREDIT AGREEMENT

    

    dated as of

     

    October 8, 2021

     

    among

     

    HEALTHEQUITY, INC.

    

    The Lenders Party Hereto

     

    JPMORGAN CHASE BANK, N.A.

    as Administrative Agent

     

    WELLS FARGO BANK, NATIONAL ASSOCIATION

    and

    TRUIST BANK,

    as Co-Syndication Agents

     

    and

     

    BANK OF AMERICA, N.A.,

    CITIZENS BANK, N.A.,

    MUFG UNION BANK, N.A.

    and

    ROYAL BANK OF CANADA

    as Co-Documentation Agents

    


	 	 	 
	JPMORGAN CHASE BANK, N.A.,

    TRUIST SECURITIES, INC.

    and

    WELLS FARGO SECURITIES LLC

    as Joint Bookrunners and Joint Lead Arrangers

     







     


     


    




 


Table
of Contents


 


Page











 


	Article I Definitions	1
	 	 
	SECTION 1.01.	Defined Terms	1
	SECTION 1.02.	Classification of Loans and Borrowings	48
	SECTION 1.03.	Terms Generally	48
	SECTION 1.04.	Accounting Terms; Changes in GAAP; Rounding	49
	SECTION 1.05.	Times of Day	50
	SECTION 1.06.	Interest Rates; LIBOR Notification	50
	SECTION 1.07.	Currency Equivalents Generally; Change of Currency	51
	SECTION 1.08.	Timing of Payment and Performance	51
	SECTION 1.09.	[Reserved]	51
	SECTION 1.10.	Letter of Credit Amounts	51
	SECTION 1.11.	Divisions	51
	SECTION 1.12.	Certain Calculations	51
	 	 	 
	Article II The
    Credits	54
	 	 
	SECTION 2.01.	Commitments	54
	SECTION 2.02.	Loans and Borrowings	54
	SECTION 2.03.	Requests for Borrowings	55
	SECTION 2.04.	Intentionally Omitted	55
	SECTION 2.05.	Swingline Loans	55
	SECTION 2.06.	Letters of Credit	57
	SECTION 2.07.	Funding of Borrowings	61
	SECTION 2.08.	Interest Elections	62
	SECTION 2.09.	Termination and Reduction of Commitments	63
	SECTION 2.10.	Repayment and Amortization of Loans; Evidence of Debt	64
	SECTION 2.11.	Prepayment of Loans	65
	SECTION 2.12.	Fees	66
	SECTION 2.13.	Interest	67
	SECTION 2.14.	Alternate Rate of Interest	67
	SECTION 2.15.	Increased Costs	69
	SECTION 2.16.	Break Funding Payments	71
	SECTION 2.17.	Taxes	71
	SECTION 2.18.	Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing
    of Setoffs	74
	SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	76
	SECTION 2.20.	Incremental Facilities	77
	SECTION 2.21.	Defaulting Lenders	80
	 	 	 
	Article III Representations
    and Warranties	82
	 	 
	SECTION 3.01.	Organization; Powers; Subsidiaries	82
	SECTION 3.02.	Authorization; No Contravention	82
	SECTION 3.03.	Governmental Approvals; Other Consents	83
	SECTION 3.04.	Binding Effect	83
	SECTION 3.05.	Financial Condition; No Material Adverse Change	83
	SECTION 3.06.	Litigation	83
	SECTION 3.07.	No Default	84
	SECTION 3.08.	Ownership of Property; Liens	84


 






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Page


 


	SECTION 3.09.	Environmental	84
	SECTION 3.10.	Insurance	84
	SECTION 3.11.	Taxes	84
	SECTION 3.12.	ERISA
    Compliance; Labor Matters	85
	SECTION 3.13.	Subsidiaries;
    Equity Interests	85
	SECTION 3.14.	Margin
    Regulations; Investment Company Act	85
	SECTION 3.15.	Disclosure	85
	SECTION 3.16.	Compliance
    with Laws	86
	SECTION 3.17.	Taxpayer
    Identification Number	86
	SECTION 3.18.	Intellectual
    Property; Licenses	86
	SECTION 3.19.	Solvency	86
	SECTION 3.20.	Collateral
    Documents	86
	SECTION 3.21.	Senior
    Debt	86
	SECTION 3.22.	Anti-Terrorism;
    Anti-Money Laundering; Etc.	86
	SECTION 3.23.	Foreign
    Corrupt Practices Act	87
	SECTION 3.24.	Affected
    Financial Institution	87
	SECTION 3.25.	Non-Bank
    Trustee Matters	87
	 	 	 
	Article IV
    Conditions	87
	 	 
	SECTION 4.01.	Effective
    Date	87
	SECTION 4.02.	Each
    Credit Event	88
	 	 	 
	Article V
    Affirmative Covenants	89
	 	 
	SECTION 5.01.	Financial
    Statements	89
	SECTION 5.02.	Certificates;
    Other Information	90
	SECTION 5.03.	Notices
    of Material Events	91
	SECTION 5.04.	Preservation
    of Existence, Etc.	91
	SECTION 5.05.	Maintenance
    of Properties	92
	SECTION 5.06.	Maintenance
    of Insurance	92
	SECTION 5.07.	Compliance
    with Laws	92
	SECTION 5.08.	Books
    and Records	92
	SECTION 5.09.	Inspection
    Rights	93
	SECTION 5.10.	Use
    of Proceeds	93
	SECTION 5.11.	Covenant
    to Guarantee Obligations and Give Security	93
	SECTION 5.12.	Compliance
    with Environmental Laws	96
	SECTION 5.13.	Non-Bank
    Trustee Matters	97
	SECTION 5.14.	Further
    Assurances	97
	SECTION 5.15.	Post-Closing
    Obligations	97
	SECTION 5.16.	Designation
    of Restricted and Unrestricted Subsidiaries	97
	 	 	 
	Article VI
    Negative Covenants	98
	 	 
	SECTION 6.01.	Liens	98
	SECTION 6.02.	Investments	101
	SECTION 6.03.	Indebtedness	103
	SECTION 6.04.	Fundamental
    Changes	107
	SECTION 6.05.	Dispositions	107
	SECTION 6.06.	Restricted
    Payments	109



 






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of Contents

(continued)


 


Page


 


	SECTION 6.07.	Change in Nature of Business	110
	SECTION 6.08.	Transactions with Affiliates	110
	SECTION 6.09.	Restrictive Agreements	111
	SECTION 6.10.	Use of Proceeds	112
	SECTION 6.11.	Financial Covenants	112
	SECTION 6.12.	Amendments to Organization Documents	112
	SECTION 6.13.	Fiscal Year	112
	SECTION 6.14.	Prepayments of Indebtedness	112
	SECTION 6.15.	Sale and Leaseback Transactions	113
	SECTION 6.16.	Amendments to Indebtedness	113
	 	 	 
	Article VII Events
    of Default	113
	 	 
	SECTION 7.01.	Events of Default	113
	SECTION 7.02.	Remedies Upon an Event of Default	115
	SECTION 7.03.	Application of Payments	117
	 	 	 
	Article VIII The
    Administrative Agent	118
	 	 
	SECTION 8.01.	Authorization and Action	118
	SECTION 8.02.	Administrative Agent’s Reliance, Limitation of Liability, Etc	120
	SECTION 8.03.	Posting of Communications	122
	SECTION 8.04.	The Administrative Agent Individually	123
	SECTION 8.05.	Successor Administrative Agent	123
	SECTION 8.06.	Acknowledgements of Lenders and Issuing Banks	124
	SECTION 8.07.	Collateral Matters	126
	SECTION 8.08.	Credit Bidding	126
	SECTION 8.09.	Certain ERISA Matters	126
	SECTION 8.10.	Certain Foreign Pledge Matters	128
	 	 	 
	Article IX Miscellaneous	128
	 	 
	SECTION 9.01.	Notices	128
	SECTION 9.02.	Waivers; Amendments	130
	SECTION 9.03.	Expenses; Limitation of Liability; Indemnity Etc	132
	SECTION 9.04.	Successors and Assigns	134
	SECTION 9.05.	Survival	139
	SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	141
	SECTION 9.07.	Severability	141
	SECTION 9.08.	Right of Setoff	142
	SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	142
	SECTION 9.10.	WAIVER OF JURY TRIAL	143
	SECTION 9.11.	Headings	143
	SECTION 9.12.	Confidentiality	143
	SECTION 9.13.	USA PATRIOT Act	144
	SECTION 9.14.	Releases of Guarantors	144
	SECTION 9.15.	Appointment for Perfection	145
	SECTION 9.16.	Interest Rate Limitation	146
	SECTION 9.17.	No Fiduciary Duty, etc	146
	SECTION 9.18.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	147



 









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	SECTION 9.19.	Acknowledgement Regarding Any Supported QFCs	147
	SECTION 9.20.	Pari Passu Intercreditor Agreement	148
	 	 	 
	Article X Borrower
    Guarantee	148


 








	SCHEDULES:
	 
	Schedule 1.01   –
    Existing Letters of Credit
	Schedule 2.01A   –
    Commitments
	Schedule
    2.01B – Letter of Credit Commitments 
	Schedule 3.01   –
    Guarantors
	Schedule
    3.13   – Subsidiaries; Equity Interests
	Schedule
    5.11   – Mortgaged Property
	Schedule
    5.15   – Post-Closing Obligations
	Schedule 6.01   –
    Existing Liens
	Schedule 6.02 – Existing Investments

    Schedule 6.03 – Existing Indebtedness

	Schedule
    6.08   – Transactions with Affiliates
	Schedule
    10.01 – Tax Identification Information
	Schedule
    10.02 – Administrative Agent’s Office; Certain Addresses for Notices 
	 
	EXHIBITS:
	 
	Exhibit A
    – Form of Assignment and Assumption
	Exhibit B
    – [Reserved]
	Exhibit C
    – [Reserved]
	Exhibit D
    – [Reserved]
	Exhibit E
    – List of Closing Documents
	Exhibit F-1
    – Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)
	Exhibit F-2
    – Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)
	Exhibit F-3
    – Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)
	Exhibit F-4
    – Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)
	Exhibit G-1
    – Form of Borrowing Request
	Exhibit G-2
    – Form of Interest Election Request
	Exhibit H-1 – Form of Revolving
    Loan Note

    Exhibit H-2 – Form of Term
    Loan Note

    Exhibit I – [Reserved]

	Exhibit J
    – Form of Compliance Certificate 
	Exhibit K
    – From of Collateral Agreement
	Exhibit L
    – Form of Pari Passu Intercreditor Agreement
	 






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CREDIT AGREEMENT (this “Agreement”)
dated as of October 8, 2021 among HEALTHEQUITY, INC., the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK,
N.A., as Administrative Agent.


 


The parties hereto agree as
follows:


 


Article I

Definitions


 


SECTION 1.01.     Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:


 


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


 


“Adjusted LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to
the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


 


“Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.


 


“Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


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


 


“Affiliate”
means, with respect to a 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.


 


“Agent-Related Person”
has the meaning assigned to such term in Section 9.03(d).


 


“Agreement”
has the meaning assigned to such term in the introductory paragraph.


 


“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period in Dollars on
such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1%, provided that for the purpose
of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available
for such one month Interest Period, the LIBO Interpolated Rate) at approximately 11:00 a.m.  London time on such day. Any change
in the Alternate Base Rate due to a change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including
the effective date of such change in the Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate
is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement
has been determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the greater of clauses (a) and
(b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base
Rate as determined pursuant to the foregoing would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement.


 






     


     


    

 


“Ancillary Document”
has the meaning assigned to such term in Section 9.06


 


“Anti-Corruption
Laws” means any laws, rules and regulations of any jurisdiction applicable to the Borrower or any of its Restricted
Subsidiaries concerning or relating to bribery or corruption of public officials, including without limitation the U.S. Foreign Corrupt
Practices Act of 1977, as amended.


 


“Anti-Terrorism Laws”
has the meaning assigned to such term in Section 3.22.


 


“Applicable Percentage”
means, with respect to any Lender, (a) with respect to Revolving Loans, LC Exposure or Swingline Loans, the percentage equal to
a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the aggregate Revolving
Commitments of all Revolving Lenders (if the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined
based upon the Revolving Commitments most recently in effect, giving effect to any assignments); provided that in the case of
Section 2.21 when a Defaulting Lender shall exist, any such Defaulting Lender’s Revolving Commitment shall be disregarded
in the calculation and (b) with respect to the Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s
outstanding principal amount of the Term Loans and the denominator of which is the aggregate outstanding principal amount of the Term
Loans of all Term Lenders.


 


“Applicable Rate”
means, for any day, with respect to any Eurodollar Loan, any ABR Loan or with respect to the commitment fees payable hereunder, as the
case may be, the applicable rate per annum set forth below under the caption “Eurodollar Spread”, “ABR Spread”
or “Commitment Fee Rate”, as the case may be, based upon the Total Net Leverage Ratio applicable on such date:


 


	 	 	Total Net Leverage

    Ratio:	 	Eurodollar 

    Spread	 	 	ABR
 Spread	 	 	Commitment Fee

    Rate	 
	Category 1:	 	< 2.00 to 1.00	 	 	1.25	%	 	0.25	%	 	 	0.20	%
	Category 2:	 	≥ 2.00 to 1.00 but 
 < 2.75 to 1.00	 	 	1.50	%	 	0.50	%	 	 	0.25	%
	Category 3:	 	≥ 2.75 to 1.00 but 
 < 3.50 to 1.00	 	 	1.75	%	 	0.75	%	 	 	0.30	%
	Category 4:	 	≥ 3.50 to 1.00 but 
 < 4.25 to 1.00	 	 	2.00	%	 	1.00	%	 	 	0.35	%
	Category 5:	 	≥ 4.25 to 1.00	 	 	2.25	%	 	1.25	%	 	 	0.40	%



 


For purposes of the foregoing,


 


(i)            if
at any time the Borrower fails to deliver the Financials on or before the date the Financials are due pursuant to Section 5.01,
Category 5 shall be deemed applicable for the period commencing three (3) Business Days after the required date of delivery and
ending on the date which is three (3) Business Days after the Financials are actually delivered, after which the Category shall
be determined in accordance with the table above as applicable;


 


(ii)            adjustments,
if any, to the Category then in effect shall be effective three (3) Business Days after the Administrative Agent has received the
applicable Financials (it being understood and agreed that each change in Category shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective date of the next such change); and


 






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(iii)            notwithstanding
the foregoing, Category 3 shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable Financials
for the Borrower’s first full fiscal quarter ending after the Effective Date and adjustments to the Category then in effect shall
thereafter be effected in accordance with the preceding paragraphs.


 


“Approved Electronic
Platform” has the meaning assigned to such term in Section 8.03(a).


 


“Approved Fund”
has the meaning assigned to such term in Section 9.04(b).


 


“Arrangers”
means each of JPMorgan Chase Bank, N.A., Truist Securities, Inc. and Wells Fargo Securities LLC in its capacity as a joint bookrunner
and a joint lead arranger hereunder.


 


“Attributable Indebtedness”
means, on any date, in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP.


 


“Assignment and Assumption”
means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form (including
electronic records generated by the use of an electronic platform) approved by the Administrative Agent.


 


“Availability Period”
means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination
of the Revolving Commitments.


 


“Available Amount”
means, as at any date of determination, an amount equal to (x) $100,000,000, plus (y) an amount, which shall not be less than
zero, equal to (i) to the extent constituting income (rather than loss), 50% of Consolidated Net Income, or (ii) to the extent
constituting loss (rather than income), 100% of Consolidated Net Income (it being understood that such any loss shall reduce rather than
increase the Available Amount), in each case, for the period from the first day of the first full fiscal quarter commencing after the
Effective Date to and including the last day of the most recently completed fiscal quarter with respect to which the Administrative Agent
has received the Compliance Certificate required to be delivered pursuant to Section 5.02(a), minus (z) any portion of such
amount utilized by the Borrower and its Restricted Subsidiaries on or prior to such date of determination to make (1) Investments
pursuant to Section 6.02(c)(iv)(C)(2), (2) Investments pursuant to Section 6.02(o)(2), (3) Restricted Payments pursuant
to Section 6.06(e)(2), or (4) prepayments, redemptions, purchases, defeasances or other payments of Junior Indebtedness pursuant
to Section 6.14(c)(2).


 


“Available Revolving
Commitment” means, at any time with respect to any Lender, the Revolving Commitment of such Lender then in effect minus the
Revolving Credit Exposure of such Lender at such time; it being understood and agreed that any Lender’s Swingline Exposure shall
not be deemed to be a component of the Revolving Credit Exposure for purposes of calculating the commitment fee under Section 2.12(a).


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, any tenor for such Benchmark (or
component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable,
that is or may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency
of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any
tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (f) of Section 2.14.


 






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


 


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


 


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


 


“Bankruptcy Event”
means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged
with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent,
has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment
or has had any order for relief in such proceeding entered in respect thereof; provided that a Bankruptcy Event shall not result
solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority
or instrumentality thereof, unless such ownership interest results in or provides 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 permits such Person (or
such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


“Benchmark”
means, initially, the LIBO Rate; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in
Election or an Other Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to
the LIBO Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that
such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) or clause (c) of Section 2.14.


 


“Benchmark
Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the
Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of an Other Benchmark Rate Election,
 “Benchmark Replacement” shall mean the alternative set forth in (3) below:


 


(1)            the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2)            the
sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;


 






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


 


provided
that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service
that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided further
that, in the case of clause (3), when such clause is used to determine the Benchmark Replacement in connection with the occurrence
of an Other Benchmark Rate Election, the alternate benchmark rate selected by the Administrative Agent and the Borrower shall be the
term benchmark rate that is used in lieu of a LIBOR-based rate in the relevant other Dollar-denominated syndicated credit facilities;
provided further that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the occurrence
of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark
Replacement” shall revert to and shall be deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement
Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above).


 


If
the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark
Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement
for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1)            for
purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in
the order below that can be determined by the Administrative Agent:


 


(a)           the
spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the
Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable
Corresponding Tenor;


 


(b)           the
spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set
for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective
upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2)          for
purposes of clause (3) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating
or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative
Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of
a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any
evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated
credit facilities;


 


provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes
such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.


 






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“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the
definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing
requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and
other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption
and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially
consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not
administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark
Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection
with the administration of this Agreement and the other Loan Documents).


 


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


 


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


 


(2)           in
the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or
the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator
of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will
be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any Available Tenor
of such Benchmark (or such component thereof) continues to be provided on such date;


 


(3)            in
the case of a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders
and the Borrower pursuant to Section 2.14(c); or


 


(4)            in
the case of an Early Opt-in Election or an Other Benchmark Rate Election, the sixth (6th) Business Day after the date notice
of such Early Opt-in Election or an Other Benchmark Rate Election, as applicable, is provided to the Lenders, so long as the Administrative
Agent has not received, by 5:00 p.m., New York City time, on the fifth (5th) Business Day after the date notice of such Early
Opt-in Election or an Other Benchmark Rate Election, as applicable, is provided to the Lenders, written notice of objection to such Early
Opt-in Election or an Other Benchmark Rate Election, as applicable, from Lenders comprising the Required Lenders.


 


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


 






     6


     


    

 


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


 


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


 


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


 


(3)            a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no
longer, or as of a specified future date will no longer be, representative.


 


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


 


“Benchmark
Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the time that a Benchmark
Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement
has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14
and (y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and
under any Loan Document in accordance with Section 2.14.


 


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


 


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


 


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


 






     7


     


    

 


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


 


“Borrower”
means HealthEquity, Inc., a Delaware corporation.


 


“Borrower Annual Financial
Statements” means audited consolidated balance sheets and related statements of operations, stockholders’ equity and
cash flows of the Borrower and its Subsidiaries for the fiscal years ending January 31, 2019, January 31, 2020 and January 31,
2021.


 


“Borrower Materials”
has the meaning specified in Section 5.02.


 


“Borrower Notice”
has the meaning specified in Section 5.11(b).


 


“Borrower Quarterly
Financial Statements” means unaudited consolidated balance sheets and related statements of operations and cash flows of the
Borrower and its subsidiaries for each fiscal quarter ending after January 31, 2021 and at least 45 days before the Effective Date.


 


“Borrowing”
means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans,
as to which a single Interest Period is in effect, (b) a Term Loan of the same Type, made, converted or continued on the same date
and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (c) a Swingline Loan.


 


“Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section 2.03, which shall be substantially in the form attached
hereto as Exhibit G-1 or any other form approved by the Administrative Agent.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law
to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.


 


“Capital Lease”
means, with respect to any Person, any capital lease or financing lease that (subject to Section 1.04) is required by GAAP
to be accounted for as a capital lease or financing lease.


 


“Capital Lease Obligations”
of any Person means the obligations of such Person to pay rent or other amounts under any lease, which obligations are required to be
classified and accounted for as Capital Leases or financing leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance with GAAP, in each case subject to Section 1.04.


 


“Captive Insurance
Subsidiary” means any Restricted Subsidiary of the Borrower that is subject to regulation as an insurance company.


 


“Cash
Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative
Agent, any Issuing Bank or the Swingline Lender (as applicable) and the Lenders, as collateral for LC Obligations, Obligations in respect
of Swingline Loans or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or
deposit account balances or, if the applicable Issuing Bank or the Swingline Lender benefiting from such collateral shall agree in its
sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the
Administrative Agent and (b) the applicable Issuing Bank or the Swingline Lender (as applicable). “Cash Collateral”
shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 






     8


     


    

 


“Cash Equivalents”
means any of the following types of Investments, to the extent owned by the Borrower or any of its Restricted Subsidiaries free and clear
of all Liens (other than Liens created under the Collateral Documents and other Liens permitted hereunder):


 


(a)            readily
marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality
thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit
of the United States of America is pledged in support thereof;


 


(b)            time
deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender
or (B) is organized under the laws of the United States of America, any state or province thereof or the District of Columbia or
is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof
or the District of Columbia, and is a member of the Federal Reserve System that has combined capital and surplus of at least $500,000,000,
in each case with maturities of not more than 365 days from the date of acquisition thereof;


 


(c)            commercial
paper maturing no more than 365 days from the time of the acquisition thereof, and having, at the time of acquisition thereof, a rating
of A-1 (or the then equivalent grade) or better from S&P or P-1 (or the then equivalent grade) or better from Moody’s;


 


(d)           Investments,
classified in accordance with GAAP as current assets of the Borrower or any of its Subsidiaries, in money market investment programs
registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable
from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity
described in clauses (a), (b) and (c) of this definition;


 


(e)            fully
collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) of
this definition and entered into with a financial institution satisfying the requirements in clause (b) of this definition;
and


 


(f)            instruments
equivalent to those referred to in clauses (a) to (e) in this definition denominated in any foreign currency
comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any
jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted
Subsidiary organized in such jurisdiction


 


“Cash Management Agreement”
means any agreement to provide cash management services, including treasury, depository, overdraft, card services (including services
related to credit cards, including purchasing and commercial cards, prepaid cards, including payroll, stored value and gift cards, merchant
services processing and debit cards), electronic funds transfer and other cash management arrangements.


 


“Cash Management Bank”
means any Person that, (a) at the time it enters into a Cash Management Agreement with any Loan Party, is a Lender, the Administrative
Agent or an Arranger or an Affiliate of a Lender, the Administrative Agent or an Arranger, in its capacity as a party to such Cash Management
Agreement, and (b) in the case of any Cash Management Agreement entered into prior to, and existing on, the Effective Date, any
Person that is, on the Effective Date, a Lender, the Administrative Agent or an Arranger or Affiliate of a Lender, the Administrative
Agent or an Arranger, in its capacity as a party to such Cash Management Agreement.


 






     9


     


    

 


“Change in Law”
means the occurrence after the date of this Agreement of (a) the adoption of or taking effect of any law, rule, regulation or treaty,
(b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof
by any Governmental Authority or (c) compliance by any Lender or Issuing Bank (or, for purposes of Section 2.15(b), by any
lending office of such Lender or by such Lender’s or Issuing Bank’s holding company, if any) with any request, rule, guideline
or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement;
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 or in the implementation thereof and
(y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on
Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant
to Basel III, shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or
implemented.


 


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


 


(a)            any
 “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, but excluding any employee benefit plan of the Borrower or its Subsidiaries and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3
and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership”
of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the
passage of time (such right, an “option right”)), directly or indirectly, of 40% or more of the equity securities of the
Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis
(and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or


 


(b)            a
 “Change of Control,” “Change in Control” or similar event shall occur under any Indebtedness of the Borrower
or any of its Restricted Subsidiaries with an aggregate principal amount in excess of the Threshold Amount (to the extent that the occurrence
of such event permits the holders of Indebtedness thereunder to accelerate the maturity thereof or to resell such other Indebtedness
to the Borrower, or requires the Borrower to repay, or offer to repurchase, such Indebtedness prior to the stated maturity thereof).


 


“Charges”
has the meaning assigned to such term in Section 9.16


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Term Loans or Swingline Loans.


 


“Client Trust Accounts”
means deposit accounts maintained exclusively to hold Borrower’s and its Subsidiaries’ client deposits including prefunds
and any other amounts provided by such clients relating to Borrower’s and its Subsidiaries’ administration of such clients’
benefits.


 


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


 


“Co-Documentation
Agent” means each of Bank of America, N.A., Citizens Bank, N.A., MUFG Union Bank, N.A. and Royal Bank of Canada, in its capacity
as co-documentation agent for the credit facilities evidenced by this Agreement.


 






     10


     


    

 


“Co-Syndication Agent”
means each of Wells Fargo Bank, National Association and Truist Bank, in its capacity as co-syndication agent for the credit facilities
evidenced by this Agreement.


 


“Collateral”
means all of the “Collateral” and “Mortgaged Property” referred to in the Collateral Documents and all
of the other property provided as collateral security under the terms of the Collateral Documents; provided that the Collateral shall
exclude the Excluded Assets.


 


“Collateral Agreement”
means the guarantee and collateral agreement of even date herewith executed and delivered by the Loan Parties and substantially in the
form of Exhibit K.


 


“Collateral
Documents” means, collectively, the Collateral Agreement, the Mortgages, each of the mortgages, collateral assignments,
supplements to all of the foregoing, security agreements, pledge agreements, control agreements or other similar agreements delivered
to the Administrative Agent pursuant to Section 4.01(a), 5.11 or 5.14 and each of the other agreements, instruments
or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.


 


“Commitment”
means, (a) the Revolving Commitments and the Term Loan Commitments and (b) with respect to each Lender, the sum of such
Lender’s Revolving Commitment and Term Loan Commitment. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01A,
or in the Assignment and Assumption or other documentation contemplated hereby pursuant to which such Lender shall have assumed its Revolving
Commitment or Term Loan Commitment pursuant to the terms hereof, as applicable.


 


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


 


“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan
Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender
or any Issuing Bank by means of electronic communications pursuant to Section 8.03, including through an Approved Electronic Platform.


 


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


 


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


 


“Consolidated Cash
Interest Expense” means, with reference to any period, Consolidated Interest Expense of the Borrower and its Restricted Subsidiaries
which is paid in cash, calculated on a consolidated basis for such period.


 






     11


     


    

 


“Consolidated EBITDA”
means, at any date of determination, an amount equal to Consolidated Net Income of the Borrower and its Restricted Subsidiaries on a
consolidated basis for the most recently completed Measurement Period, plus (i) the following, without duplication, to the
extent deducted in calculating such Consolidated Net Income:


 


(a)          Consolidated
Interest Expense, plus


 


(b)        the
provision for federal, state, local and foreign income and franchise taxes payable (calculated net of federal, state, local and foreign
income tax credits) and other taxes, interest and penalties included under GAAP in income tax expense (provided that such amounts
in respect of any Restricted Subsidiary shall be included in this clause (b) only to the extent that a corresponding amount
would be permitted at the date of determination to be dividended to the Borrower by such Restricted Subsidiary without prior approval
(that has not been obtained), pursuant to the terms of its Organization Documents and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders), plus


 


(c)         depreciation
and amortization expenses (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses
that were paid in a prior period), plus


 


(d)          other
non-recurring expenses, write-offs, write-downs or impairment charges which do not represent a cash item in such period (or in any future
period) (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future
period or amortization of a prepaid cash expense that was paid in a prior period and any non-cash charge, expense or loss relating to
write-offs, write-downs or reserves with respect to accounts receivable or inventory), plus


 


(e)         non-cash
charges or expenses related to stock-based compensation and other non-cash charges or non-cash losses (including, extraordinary, unusual
or non-recurring non-cash losses) incurred or recognized, plus


 


(f)           cash
or non-cash charges constituting fees and expenses incurred in connection with the Transactions, the WageWorks Acquisition or the Viking
Acquisition, plus


 


(g)          unrealized
losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application
of FASB ASC 830 or any similar accounting standard, plus


 


(h)         any
expenses or charges related to any issuance of Equity Interests or debt securities, Investment, acquisition, Disposition, recapitalization
or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof)
(whether or not successful), including any amendment or other modification of the Obligations or other Indebtedness; plus


 


(i)           one-time
deal advisory, financing, legal, accounting, and consulting cash expenses incurred by the Borrower and its Restricted Subsidiaries in
connection with any Permitted Acquisitions not constituting the consideration for any such Permitted Acquisition, plus


 


(j)          non-cash
losses and expenses resulting from fair value accounting (as permitted by Accounting Standard Codification Topic No. 825-10-25 –
Fair Value Option or any similar accounting standard), plus


 


(k)          restructuring
charges or reserves or integration costs or other business optimization expenses, including in connection with (x) the Transactions,
the WageWorks Acquisition, the Viking Acquisition or any Permitted Acquisition or (y) the consolidation or closing of facilities
during such Measurement Period; provided that the aggregate amount of integration costs related to any Permitted Acquisition (other
than the WageWorks Acquisition and the Viking Acquisition) added-back pursuant to this clause (k) in any four consecutive
fiscal quarter period shall not exceed 15% of Consolidated EBITDA for such period prior to giving effect to this clause (k), plus


 






     12


     


    

 


(l)           extraordinary,
unusual or non-recurring cash charges and cash losses incurred or recognized;


 


and (ii) minus,
without duplication,


 


(m)         unrealized
gains included in Consolidated EBITDA for such Measurement Period in respect of hedging transactions and mark-to-market of Indebtedness
denominated in foreign currencies resulting from the application of FASB ASC 830 or any similar accounting standard and


 


(n)          non-cash
gains included in Consolidated Net Income for such Measurement Period (excluding any such non-cash gain to the extent it represents the
reversal of an accrual or a reserve for a potential cash gain in any prior period).


 


If
there has occurred a Permitted Acquisition or other Investment in the nature of an acquisition permitted by this Agreement during
the applicable Measurement Period, or for purposes of calculating pro forma Total Net Leverage Ratio, pro forma First Lien Net Leverage
Ratio, pro forma Secured Net Leverage Ratio or pro forma Consolidated Interest Coverage Ratio after the applicable Measurement Period
but on or prior to the Ratio Calculation Date in accordance with Section 1.12(b), Consolidated EBITDA shall be calculated
on a Pro Forma Basis.


 


Calculating Consolidated
EBITDA on a “Pro Forma Basis” shall mean giving effect to any such Permitted Acquisition or other Investment in the nature
of an acquisition, and any Indebtedness incurred or assumed in connection therewith, as follows:


 


		(i)	any Indebtedness incurred or assumed in
                                            connection with such Permitted Acquisition or other permitted Investment in the nature of
                                            an acquisition was incurred or assumed on the first day of the applicable Measurement Period
                                            and remained outstanding,



 


		(ii)	the rate on such Indebtedness shall be
                                            calculated as if the rate in effect on the date of such Permitted Acquisition or other permitted
                                            Investment in the nature of an acquisition had been the applicable rate for the entire period
                                            (taking into account any interest rate Swap Contracts applicable to such Indebtedness), and



 


		(iii)	all income, depreciation, amortization,
                                            taxes, and expense associated with the assets or entity acquired in connection with such
                                            Permitted Acquisition or other permitted Investment in the nature of an acquisition for the
                                            applicable period shall be calculated on a pro forma basis after giving effect to cost savings,
                                            operating expense reductions, other operating improvements and acquisition synergies (including
                                            custodial and interchange synergies) that are reasonably identifiable and projected by the
                                            Borrower in good faith to be realized within twenty four (24) months after such Permitted
                                            Acquisition or other permitted Investment in the nature of an acquisition (calculated on
                                            a pro forma basis as though such items had been realized on the first day of such period)
                                            as a result of actions taken by the Borrower or any Restricted Subsidiary in connection with
                                            such Permitted Acquisition or other such permitted Investment and net of (x) the amount
                                            of actual benefits realized during such period from such actions that are otherwise included
                                            in the calculation of Consolidated EBITDA in each case from and after the first day of such
                                            Measurement Period and (y) the amount of all income, depreciation, amortization, taxes
                                            and expenses associated with any assets or entity acquired in connection with such Permitted
                                            Acquisition or other such permitted Investment that the Borrower reasonably anticipates will
                                            be divested pursuant to Section 6.05(k) or otherwise;



 






     13


     


    

 


provided
that:


 


(A)            the
aggregate amount of cost savings, operating expense reductions, other operating improvements and acquisition synergies added-back in
connection with Permitted Acquisitions or other such permitted Investments pursuant to this clause (iii) in any four
consecutive fiscal quarter period shall not exceed 25% of Consolidated EBITDA for such period prior to giving effect to this clause
(iii); and


 


(B)            at
the time any such calculation pursuant to this clause (iii) is made, the Borrower shall deliver to the Administrative Agent
a certificate signed by a Responsible Officer (which may be the Compliance Certificate) setting forth reasonably detailed calculations
in respect of the matters referred to in this clause (iii), as well as the relevant factual support in respect thereof.


 


“Consolidated First
Lien Debt” means, as of any date of determination, without duplication, the aggregate principal amount of Consolidated Funded
Indebtedness outstanding on such date that is secured by a Lien on any asset or property of the Borrower or any Restricted Subsidiary
(including, for the avoidance of doubt, purchase money Indebtedness and Attributable Indebtedness in respect of Capital Leases) that
is senior or pari passu to the Liens securing the Obligations.


 


“Consolidated Funded
Indebtedness” means, as of any date of determination, for the Borrower and its Restricted Subsidiaries on a consolidated basis,
the sum, without duplication of (if and to the extent the same would constitute indebtedness or a liability in accordance with GAAP),
(i) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money and all obligations evidenced
by bonds, debentures, notes, loan agreements or other similar instruments, (ii) all purchase money Indebtedness, (iii) all
direct non-contingent obligations arising in connection with letters of credit (including standby and commercial), bankers’ acceptances,
bank guaranties, surety bonds and similar instruments (other than letters of credit and bank guarantees, to the extent undrawn), (iv) all
obligations to pay the deferred purchase price of property or services (other than (x) trade accounts payable in the ordinary course
of business and (y) contingent earn-outs, hold-backs and other deferred payment of consideration in Permitted Acquisitions), (v) Attributable
Indebtedness in respect of Capital Leases, (vi) all Guarantees with respect to outstanding Indebtedness of the types specified in
clauses (i) through (v) above of Persons other than the Borrower or any Restricted Subsidiary, and (vii) all
Indebtedness of the types referred to in clauses (i) through (vi) above of any partnership or joint venture (other
than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Restricted Subsidiary is a
general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Restricted Subsidiary.


 


“Consolidated
Interest Expense” means, with reference to any period, the interest expense (including without limitation interest expense
under Capital Lease Obligations that is treated as interest in accordance with GAAP) of the Borrower and its Restricted Subsidiaries
calculated on a consolidated basis for such period with respect to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries
allocable to such period in accordance with GAAP (including, without limitation, all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers acceptance financing and net costs under interest rate Swap Contracts to the extent
such net costs are allocable to such period in accordance with GAAP). In the event that the Borrower or any Restricted Subsidiary shall
have completed a Material Acquisition or a Material Disposition since the beginning of the relevant period, Consolidated Interest Expense
shall be determined for such period on a pro forma basis as if such acquisition or disposition, and any related incurrence or repayment
of Indebtedness, had occurred at the beginning of such period.


 






     14


     


    

 


“Consolidated Interest
Coverage Ratio” means, with respect to any Measurement Period, the ratio of (a) Consolidated EBITDA for the most recently
completed Measurement Period to (b) Consolidated Cash Interest Expense for such Measurement Period.


 


“Consolidated
Net Income” means, at any date of determination, the net income (or loss) of the Borrower and its Restricted Subsidiaries
on a consolidated basis for the most recently completed Measurement Period taken as a single accounting period determined in conformity
with GAAP; provided that Consolidated Net Income shall exclude, without duplication, (a) extraordinary gains and extraordinary
non-cash losses for such Measurement Period, (b) the net income of any Restricted Subsidiary that is not a Loan Party during such
Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary
of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable
to such Restricted Subsidiary during such Measurement Period, except that the Borrower’s equity in any net loss of any such Restricted
Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income, (c) any income (or loss) for such
Measurement Period of any Person if such Person is not a Restricted Subsidiary, except that (x) the Borrower’s equity in the
net income of any such Person for such Measurement Period shall be included in Consolidated Net Income up to the aggregate amount of
cash actually distributed by such Person during such Measurement Period to the Borrower or a Restricted Subsidiary as a dividend or other
distribution (and in the case of a dividend or other distribution to a Restricted Subsidiary, such Restricted Subsidiary is not precluded
from further distributing such amount to the Borrower as described in clause (b) of this proviso) and (y) any such loss
for such Measurement Period shall be included to the extent funded with cash contributed by the Borrower or a Restricted Subsidiary,
(d) any cancellation of debt income arising from any early extinguishment of Indebtedness, hedging agreements or other similar instruments,
and (e) the effects of purchase accounting adjustments (including the effects of such adjustments pushed down to the Borrower and
its Restricted Subsidiaries) in component amounts required or permitted by GAAP resulting from the application of purchase accounting
in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes.


 


“Consolidated Secured
Debt” means, as of any date of determination, without duplication, the aggregate principal amount of Consolidated Funded Indebtedness
outstanding on such date that is secured by a Lien on any asset or property of the Borrower or any Restricted Subsidiary (including,
for the avoidance of doubt, purchase money Indebtedness and Attributable Indebtedness in respect of Capital Leases).


 


“Consolidated
Total Assets” means, on any date of determination, the total assets of the Borrower and its Restricted Subsidiaries,
determined in accordance with GAAP as shown on the most recent consolidated balance sheet of the Borrower delivered pursuant to Section 5.01(a) or
(b) on or prior to such date or, for the period prior to the time any such statements are so delivered pursuant to Section 5.01(a) or
(b), the financial statements for the fiscal quarter ended July 31, 2021, in each case after giving pro forma effect to acquisitions
or dispositions of Persons, divisions or lines of business that had occurred on or after such balance sheet date and on or prior to such
date of determination.


 


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


 






     15


     


    

 


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


 


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


 


“Covenant Transaction”
has the meaning specified in Section 1.12(d).


 


“Covered Entity”
means any of the following:


 


(i)            a
 “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


(ii)           a
 “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


(iii)          a
 “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Covered Party”
has the meaning assigned to it in Section 9.19


 


“Credit Event”
means a Borrowing, the issuance, amendment, renewal or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.


 


“Credit Exposure”
means, as to any Lender at any time, the sum of (a) such Lender’s Revolving Credit Exposure at such time, plus (b) an
amount equal to the aggregate principal amount of its Term Loans outstanding at such time.


 


“Credit Party”
means the Administrative Agent, each Issuing Bank, the Swingline Lender or any other Lender.


 


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


 


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


 


“Default”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time,
or both, would be an Event of Default.


 


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


 






     16


     


    

 


“Defaulting Lender”
means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund
any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay
over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender
notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition
precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified
the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply
with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based
on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default,
if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend
credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a
certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able
to meet such obligations as of the date of certification) to fund prospective Loans and participations in then outstanding Letters of
Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause
(c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative
Agent, or (d) has become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action.


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback
transaction) of any property by any Person, including (x) any sale, assignment, transfer or other disposal, with or without recourse,
of any notes or accounts receivable or any rights and claims associated therewith and (y) any issuance of Equity Interests by any
Restricted Subsidiary of such Person. For the avoidance of doubt, any issuance of Equity Interests by the Borrower shall not be a Disposition.


 


“Disqualified Equity
Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interest into which
they are convertible or for which they are exchangeable) or upon the happening of any event or condition, (a) mature or are mandatorily
redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result
of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset
sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the
termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified Equity
Interests) (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence
of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that
are accrued and payable and the termination of the Commitments), in whole or in part, (c) provide for the mandatory scheduled payment
of dividends in cash or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would
constitute Disqualified Equity Interests, in each case prior to the date that is 91 days after the Latest Maturity Date in effect at
the time of issuance of such Equity Interests; provided, however, that only the portion of Equity Interests which so mature
or are mandatorily redeemable, are redeemable at the option of the holder thereof, provide for the mandatory scheduled payment of dividends
or which are or become convertible as described above shall be deemed to be Disqualified Equity Interests; provided further, however,
that that any Equity Interests that would not constitute Disqualified Equity Interests but for provisions thereof giving holders thereof
(or the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to require
the issuer thereof to redeem such Equity Interests upon the occurrence of any change of control, any offering of Equity Interests or
any Disposition occurring prior to the date that is 91 days after the Latest Maturity Date in effect at the time of issuance of such
Equity Interests shall not constitute Disqualified Equity Interests if such Equity Interests provide that the issuer thereof will not
redeem any such Equity Interests pursuant to such provisions prior to the repayment in full of the Loans and all other Obligations that
are accrued and payable and the termination of the Commitments; and provided further, however, that notwithstanding the
foregoing, (i) if such Equity Interests are issued pursuant to any plan for the benefit of directors, officers, employees, members
of management, managers or consultants or by any such plan to such directors, officers, employees, members of management, managers or
consultants, in each case in the ordinary course of business of the Borrower or any Restricted Subsidiary, such Equity Interests shall
not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the issuer thereof in order to
satisfy applicable statutory or regulatory obligations, and (ii) no Equity Interests held by any future, present or former employee,
director, officer, manager, member of management or consultant (or their respective Affiliates or Immediate Family Members) of the Borrower
(or any Restricted Subsidiary) shall be considered Disqualified Equity Interests because such stock is redeemable or subject to repurchase
pursuant to any management equity subscription agreement, stock option, stock appreciation right or other stock award agreement, stock
ownership plan, put agreement, stockholder agreement or similar agreement that may be in effect from time to time.


 






     17


     


    

 


“Disqualified
Institution” means (a) Persons that are specifically identified by the Borrower to the Administrative Agent in
writing prior to the Effective Date, (b) any Person that is reasonably determined by the Borrower after the Effective Date to be
a competitor of the Borrower or its Subsidiaries and which is specifically identified in a written supplement to the list of “Disqualified
Institutions”, which supplement shall become effective three (3) Business Days after delivery thereof to the Administrative
Agent in accordance with Section 9.01 and (c) in the case of the foregoing clauses (a) and (b), any of such entities’
Affiliates to the extent such Affiliates (x) are clearly identifiable as Affiliates of such Persons based solely on the similarity
of such Affiliates’ and such Persons’ names and (y) are not bona fide debt investment funds. It is understood and agreed
that (i) any supplement to the list of Persons that are Disqualified Institutions contemplated by the foregoing clause (b) shall
not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans
(but solely with respect to such Loans), (ii) the Administrative Agent shall have no responsibility or liability to determine or
monitor whether any Lender or potential Lender is a Disqualified Institution, (iii) the Borrower’s failure to deliver such
list (or supplement thereto) in accordance with Section 9.01 shall render such list (or supplement) not received and not effective
and (iv) “Disqualified Institution” shall exclude any Person that the Borrower has designated as no longer being a “Disqualified
Institution” by written notice delivered to the Administrative Agent from time to time in accordance with Section 9.01.


 


“Dollars”,
 “dollars” or “$” refers to lawful money of the United States of America.


 


“Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount
denominated in any other currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on
the basis of the Spot Rate for the purchase of Dollars with such other currency.


 


“Domestic Subsidiary”
means a Restricted Subsidiary organized under the laws of a jurisdiction located in the United States of America.


 


“DQ List”
has the meaning assigned to such term in Section 9.04(e)(iv).


 


“Early
Opt-in Election” means, if the then-current Benchmark is the LIBO Rate, the occurrence of:


 


(1)            a
notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other
parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities at such time contain (as a result
of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark
rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and


 






     18


     


    

 


(2)            the
joint election by the Administrative Agent and the Borrower to trigger a fallback from the LIBO Rate and the provision, as applicable,
by the Administrative Agent of written notice of such election to the Borrower and the Lenders.


 


“ECP” means
an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated
thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


 


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


 


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


 


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


 


“Effective Date”
means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).


 


“Effective Yield”
means, as to any Loans of any Class, the effective yield on such Loans, taking into account the applicable interest rate margins, any
interest rate floors or similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the
shorter of (x) the original stated life of such Loans and (y) the four years following the date of incurrence thereof) payable
generally to Lenders making such Loans, but excluding arrangement fees, structuring fees, commitment fees, underwriting fees or other
fees payable to any lead arranger (or its affiliates) (regardless of whether paid in whole or in part to any or all Lenders) in connection
with the commitment or syndication of such Indebtedness.


 


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


 


“Environmental Claim”
means any written notice, claim, demand, action, litigation, toxic tort, proceeding, demand, request for information, complaint, citation,
summons, investigation, notice of non-compliance or violation, cause of action, consent order, consent decree, investigation, or other
proceeding by any Governmental Authority or any other Person, arising out of, based on or pursuant to any Environmental Law or related
in any way to any actual, alleged or threatened Environmental Liability.


 


“Environmental
Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments,
orders, decrees, agreements or governmental restrictions relating to human health and safety (as it pertains to exposure to hazardous
materials), pollution, the protection of the environment or the release of any materials into the environment, including those related
to hazardous materials, substances or wastes and air emissions and water discharges.


 






     19


     


    

 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), obligation, responsibility or cost directly or indirectly resulting from or based upon
(a) any violation of, or liability under, any Environmental Law, (b) the generation, use, handling, transportation, storage,
distribution, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment, (e) natural resource damage or (f) any contract, agreement
or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


“Environmental Permit”
means any permit, approval, identification number, license or other authorization issued pursuant to or required under any Environmental
Law.


 


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


 


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


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the
meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions
relating to Section 412 of the Code).


 


“ERISA
Event” means the occurrence of any of the following (a) a Reportable Event with respect to a Pension Plan; (b) the
withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which
such entity was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated
as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification concerning the imposition upon the Borrower or any of its ERISA Affiliates of any
liability with respect to such withdrawal, or a determination that a Multiemployer Plan is or is expected to be insolvent within the
meaning of Title IV of ERISA; (d) the filing of a notice of intent to terminate, or the treatment of a Pension Plan amendment as
a termination, under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension
Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, any Pension Plan; (g) the determination that the adjusted funding target attainment percentage (as defined
in Section 436(j)(2) of the Code) of any Pension Plan is both less than 80% and such Pension Plan is more than $20,000,000
underfunded on an adjusted funding target attainment percentage basis; (h) the imposition of any liability under Title IV of ERISA,
other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; or (i) the
failure to satisfy the Pension Funding Rules with respect to any Pension Plan, whether or not waived.


 






     20


     


    

 



  


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


 


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


 


“Event of Default”
has the meaning assigned to such term in Section 7.01.


 


“Evidence of Flood
Insurance” has the meaning specified in Section 5.11(b)(vii).


 


“Excluded
Accounts” means, collectively, trust accounts, payroll accounts, custodial accounts, Client Trust Accounts, escrow accounts
and other similar deposit or securities accounts.


 


“Excluded Assets”
means:


 


(a)            any
fee-owned real property that is not a Material Real Estate Asset and all leasehold interests in real property;


 


(b)            assets
subject to certificates of title (other than motor vehicles subject to certificates of title, provided that perfection of security
interests in such motor vehicles, if not constituting a Specified Asset, shall be limited to the filing of UCC financing statements);


 


(c)            assets
in respect of which pledges and security interests are prohibited by applicable U.S. law, rule or regulation or agreements with
any United States Governmental Authority (other than to the extent that such prohibition would be rendered ineffective pursuant to Section 9-406,
9-407, 9-408, 9-409 or other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law); provided
that, immediately upon the ineffectiveness, lapse or termination of any such prohibitions, such assets shall automatically cease
to constitute “Excluded Assets”;


 


(d)            Equity
Interests in any Person other than wholly-owned Subsidiaries to the extent not permitted by customary terms in such Person’s organizational
or joint venture documents (unless any such restriction would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408,
9-409 or other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law);


 


(e)            any
lease, license or other agreement or any property subject to a purchase money security interest or similar arrangement, to the extent
that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money arrangement
or create a right of termination in favor of any other party thereto (other than a Loan Party) (other than (i) proceeds and receivables
thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition, (ii) to the extent
that any such term has been waived or (iii) to the extent any such term would be rendered ineffective pursuant to Section 9-406,
9-407, 9-408, 9-409 or other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law); provided
that, immediately upon the ineffectiveness, lapse or termination of any such express term, such assets shall automatically cease
to constitute “Excluded Assets”;


 






    21


     


    

 


(f)             Excluded
Accounts;


 


(g)            cash
(other than Cash Collateral) to secure letter of credit reimbursement obligations (other than in respect of Letters of Credit) to the
extent such secured letters of credit are issued or permitted, and such cash collateral is permitted, by this Agreement;


 


(h)            any
 “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15
U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act or an
 “Amendment to Allege Use” pursuant to Section 1(c) of the Lanham Act with respect thereto, to the extent, if any,
that and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability
of any registration that issues from such intent-to-use application under applicable federal law;


 


(i)             in
the case of any pledge of voting Equity Interests of any Foreign Subsidiary to secure the Obligations if such pledge would cause
adverse tax consequences to the Borrower (as determined by the Borrower in its commercially reasonable judgment acting in good faith
and in consultation with the Administrative Agent), any voting Equity Interest of such Subsidiary in excess of 65% of the outstanding
Equity Interests of such class; and


 


(j)             Equity
Interests in any Immaterial Subsidiary, Unrestricted Subsidiary or Trust Company;


 


provided
that, “Excluded Assets” shall not include any proceeds, products, substitutions or replacements of Excluded Assets
(unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Assets). Notwithstanding the foregoing,
no Loan Party shall be required to take any action in order to create or perfect a security interest in Specified Assets.


 


“Excluded Subsidiary”
means:


 


(a)            any
Foreign Subsidiary,


 


(b)            any
Unrestricted Subsidiary,


 


(c)            any
Trust Company,


 


(d)            any
Subsidiary that is not a wholly-owned Subsidiary (other than any Subsidiary that is a Loan Party on the Effective Date),


 


(e)            any
not-for-profit Subsidiary,


 


(f)            any
Captive Insurance Subsidiary,


 


(g)            any
Subsidiary (i) that is prohibited or restricted by any applicable Law or any Contractual Obligation (limited, in the case
of a Contractual Obligation, to such Contractual Obligations in place on the Effective Date or on the date such Restricted Subsidiary
was acquired by the Borrower or any of its Restricted Subsidiaries and that was not entered into in contemplation thereof) from providing
a Guarantee of the Obligations, (ii) that would require a governmental consent, approval, license or authorization (including any
regulatory consent, approval, license or authorization) in order to provide a Guarantee of the Obligations (other than any such consent,
approval, license or authorization that has been obtained) or (iii) if the provision of a Guarantee of the Obligations by such Subsidiary
would result in adverse tax consequences to the Borrower, as reasonably determined by the Borrower in consultation with the Administrative
Agent,


 






    22


     


    

 


(h)            without
limiting clause (g) above, any Restricted Subsidiary acquired by the Borrower or any of its Restricted Subsidiaries after the Effective
Date that, at the time of the relevant acquisition, is an obligor in respect of assumed Indebtedness that is permitted under this Agreement
to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits such Restricted Subsidiary
from providing a Guarantee of the Obligations so long as such restriction was not incurred in contemplation of such acquisition, or


 


(i)             any
other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the burden or cost of
providing a Guarantee of the Obligations outweighs the benefits afforded thereby.


 


“Excluded Swap Obligation”
means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of
such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified Swap Obligation (or any Guarantee
thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission
(or the application or official interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute
an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes or would become effective with respect
to such Specified Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing more than one swap, such
exclusion shall apply only to the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or
security interest is or becomes illegal.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a
Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each
case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case
of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or
(ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable
to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law
in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant
to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each
case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender
immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and
(d) any withholding Taxes imposed under FATCA.


 


“Existing Credit Agreement”
means that certain Credit Agreement dated as of August 30, 2019 by and among the Borrower, Wells Fargo Bank, N.A., as administrative
agent and the other Persons party thereto.


 


“Existing Letters
of Credit” means those letters of credit more particularly described on Schedule 1.01.


 


“Extraordinary Receipt”
means any cash received by or paid to any Person as a result of proceeds of insurance (other than proceeds of business interruption insurance
to the extent such proceeds constitute compensation for lost earnings) and condemnation awards (and payments in lieu thereof); provided,
however, that an Extraordinary Receipt shall not include cash receipts from proceeds of insurance or condemnation awards (or payments
in lieu thereof) to the extent that such proceeds or awards are received by any Person in respect of any third party claim against, or
liability of, such Person and applied to pay (or to reimburse such Person for its prior payment of) such claim or liability and the costs
and expenses of such Person with respect thereto.


 






    23


     


    

 


“Facility”
means the Term Facility, a Revolving Facility, or an Incremental Facility, as the context may require.


 


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


 


“FCA” has
the meaning assigned to such term in Section 1.06.


 


“Federal
Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions
by depositary institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from time to time,
and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that, if the Federal
Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


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


 


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.


 


“Financials”
means the annual or quarterly financial statements, and accompanying certificates and other documents, of the Borrower and its Subsidiaries
required to be delivered pursuant to Section 5.01(a) or 5.01(b).


 


“First Lien Net Leverage
Ratio” means, with respect to any Measurement Period, the ratio of (i) Consolidated First Lien Debt (net of the Unrestricted
Cash Amount in an aggregate amount not to exceed $350,000,000) as of the last day of such Measurement Period to (ii) Consolidated
EBITDA for such Measurement Period, in each case, for the Borrower and its Restricted Subsidiaries.


 


“Fiscal Year”
means the fiscal year of the Borrower and its Restricted Subsidiaries ending on or about January 31 of each calendar year.


 


“Flood Determination
Form” has the meaning specified in Section 5.11(b).


 


“Flood Documents”
has the meaning specified in Section 5.11(b).


 


“Flood Laws”
means (i) the National Flood Insurance Act of 1968, (ii) the Flood Disaster Protection Act of 1973, (iii) the National
Flood Insurance Reform Act of 1994, (iv) the Flood Insurance Reform Act of 2004 and (v) the Biggert –Waters Flood Insurance
Reform Act of 2012, in each case, together with all regulations promulgated thereunder, as such statutes or regulations may be amended
or modified from time to time.


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification,
amendment or renewal of this Agreement or otherwise) with respect to the LIBO Rate.


 






    24


     


    

 


“Foreign Lender”
means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person,
a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.


 


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


 


“GAAP”
means generally accepted accounting principles in the United States of America as in effect from time to time.


 


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


 


“Guarantee”
means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment
or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial
statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of
such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof
(in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder
of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for
collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect
on the Effective Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other
than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount 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 by the guaranteeing Person in good faith.
The term “Guarantee” as a verb has a corresponding meaning.


 


“Guarantor”
means, collectively, each existing and future direct or indirect Subsidiary of the Borrower (other than any Excluded Subsidiary
or any Immaterial Subsidiary). The Guarantors existing on the Effective Date are listed on Schedule 3.01.


 


“Hazardous
Materials” means all explosive or radioactive substances or wastes, contaminants, pollutants or any other hazardous
or toxic substances, wastes or materials regulated under or defined in any Environmental Law, including petroleum, its derivatives or
petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, and infectious or medical wastes.


 


“Hedge Bank”
means any Person that, (a) at the time it enters into a Swap Contract permitted hereunder, is a Lender, the Administrative Agent
or an Arranger or an Affiliate of a Lender, the Administrative Agent or an Arranger, in its capacity as a party to such Swap Contract
or (b) in the case of any Swap Contract entered into prior to, and existing on, the Effective Date, any Person that is, on the Effective
Date, a Lender, the Administrative Agent or an Arranger or Affiliate of a Lender, the Administrative Agent or an Arranger, in its capacity
as a party to such Swap Contract.


 






    25


     


    

 


“Immaterial Subsidiary”
means, as of any date, any Restricted Subsidiary that, (a) as of the last date of the most recent fiscal quarter of the Borrower
for which financial statements have been delivered, accounts for less than 5% of the Consolidated Total Assets of the Borrower and its
Restricted Subsidiaries and less than 5% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries on a consolidated
basis, in each case, as measured as of the last day of the most recent fiscal quarter of the Borrower for which financial statements
have been delivered and (b) does not, directly or indirectly, hold Equity Interests in any Restricted Subsidiary that is not an
Immaterial Subsidiary as of such date; provided that if, as of the last date of the most recent fiscal quarter of the Borrower
for which financial statements have been delivered, the aggregate amount of Consolidated Total Assets or net sales attributable to all
Restricted Subsidiaries that are Immaterial Subsidiaries exceeds 10% of the Consolidated Total Assets of the Borrower and its Restricted
Subsidiaries or 10% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries on a consolidated basis, then a sufficient
number of Restricted Subsidiaries shall be designated by the Borrower (or, in the event the Borrower has failed to do so within twenty
days, the Administrative Agent) to eliminate such excess, and such designated Restricted Subsidiaries shall no longer constitute Immaterial
Subsidiaries under this Agreement.


 


“Immediate Family
Member” means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant,
parent, stepparent, grandparent, spouse, former spouse, domestic partner, former domestic partner, sibling, mother-in-law, father-in-law,
son-in-law and daughter-in-law (including adoptive relationships), any trust, partnership or other bona fide estate-planning vehicle
the only beneficiaries of which are any of the foregoing individuals, such individual’s estate (or an executor or administrator
acting on its behalf), heirs or legatees 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.


 


“Impacted LIBO Rate
Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate”.


 


“Incremental Amendment”
means an amendment to this Agreement that is reasonably satisfactory to the Administrative Agent (solely for purposes of giving effect
to Section 2.20) and the Borrower executed by each of (a) the Borrower, (b) the Administrative Agent and (c) each
Lender that agrees to provide all or any portion of the Incremental Facility being incurred pursuant thereto and in accordance with Section 2.20.


 


“Incremental Available
Amount” means (x) $300,000,000 less the aggregate principal amount of Indebtedness incurred pursuant to Section 2.20
and Section 6.03(s) in reliance on this clause (x) plus (y) (i) in the case of Incremental
Facilities or Incremental Equivalent Debt which is secured by a Lien which ranks pari passu with the Facilities, an amount so long as
the pro forma First Lien Net Leverage Ratio would not exceed 3.85:1.00, (ii) in the case of Incremental Equivalent Debt which is
secured by a Lien which ranks junior to the Facilities, an amount so long as the pro forma Secured Net Leverage Ratio would not exceed
3.85:1.00 and (iii) in the case of Incremental Equivalent Debt which is unsecured, an amount so long as the pro forma Total Net
Leverage Ratio would not exceed 4.50:1.00, in each case as of the date on which the applicable Incremental Facilities or Incremental
Equivalent Debt, as applicable, become effective (assuming all Incremental Revolving Credit Commitments or commitments under or in respect
of the, Incremental Term Loans or Incremental Equivalent Debt, as the case may be, are fully funded and without netting the cash
proceeds thereof), provided, that to the extent the proceeds of any Incremental Term Loans or Incremental Equivalent Debt are
intended to be applied to finance a Limited Condition Acquisition, pro forma compliance shall be tested in accordance with Section 1.12(c).
At the option of the Borrower, to the extent permitted, Indebtedness incurred pursuant to Section 2.20 and Section 6.03(s) shall
be deemed incurred first under clause (y) prior to being deemed incurred under clause (x).


 


“Incremental Equivalent
Debt” has the meaning specified in Section 6.03(s).


 






    26


     


    

 


“Incremental Facilities”
has the meaning assigned to such term in Section 2.20.


 


“Incremental Lender”
has the meaning assigned to such term in Section 2.20.


 


“Incremental Loans”
has the meaning assigned to such term in Section 2.20.


 


“Incremental Revolving
Facility” has the meaning assigned to such term in Section 2.20.


 


“Incremental Revolving
Facility Lender” means, with respect to any Incremental Revolving Facility, each Revolving Lender providing any portion of
such Incremental Revolving Facility.


 


“Incremental Revolving
Loans” has the meaning assigned to such term in Section 2.20.


 


“Incremental Term
Facility” has the meaning assigned to such term in Section 2.20.


 


“Incremental Term
Loans” has the meaning assigned to such term in Section 2.20.


 


“Indebtedness”
means, 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
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)            the
maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial),
bankers’ acceptances, bank guaranties, surety bonds and similar instruments;


 


(c)            net
obligations of such Person under any Swap Contract;


 


(d)            all
obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in
the ordinary course of business and not past due for more than 60 days after the date on which such trade account is payable (unless
being contested in good faith and by appropriate proceedings) and (ii) earn-outs, hold-backs and other deferred payment of consideration
in Permitted Acquisitions to the extent not required to be reflected as liabilities on the balance sheet of the Borrower and its Restricted
Subsidiaries in accordance with GAAP);


 


(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), whether or not such indebtedness shall have been assumed by such Person
or is limited in recourse;


 






    27


     


    

 


(f)            Capital
Leases;


 


(g)            all
obligations of such Person in respect of Disqualified Equity Interests valued, in the case of a redeemable preferred interest that is
a Disqualified Equity Interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends; and


 


(h)            all
Guarantees of such Person in respect of any of the foregoing.


 


For
all purposes hereof, the Indebtedness of any Person shall 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,
unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any
date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease as of any date shall be
deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.


 


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


 


“Indemnitee”
has the meaning assigned to such term in Section 9.03(c).


 


“Ineligible Institution”
has the meaning assigned to such term in Section 9.04(b).


 


“Information”
has the meaning assigned to such term in Section 9.12


 


“Interest Election
Request” means a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08, which shall
be substantially in the form attached hereto as Exhibit G-2 or any other form approved by the Administrative Agent.


 


“Interest Payment
Date” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and
December and the Maturity Date, (b) with respect to any Eurodollar Loan, the last day of each Interest Period applicable to
the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’
duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first
day of such Interest Period and the Maturity Date and (c) with respect to any Swingline Loan, the day that such Loan is required
to be repaid and the Maturity Date.


 


“Interest Period”
means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding
day in the calendar month that is one, three or six months thereafter, as the Borrower may elect; provided, that (i) 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, (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day
of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period)
shall end on the last Business Day of the last calendar month of such Interest Period and (iii) no tenor that has been removed from
this definition pursuant to Section 2.14(g) shall be available for specification in such Borrowing Request or Interest Election
Request. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall
be the effective date of the most recent conversion or continuation of such Borrowing.


 






    28


     


    

 


“Investment”
means, 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 Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or interest in, another Person, (c) the purchase or other acquisition
(in one transaction or a series of transactions) of assets of another Person that constitute a business unit or (d) the purchase
or other acquisition (in one transaction or a series of transactions) of the rights and other assets associated with health savings accounts
or other consumer-directed benefits (e.g., flexible spending accounts, health reimbursement arrangements, COBRA benefits, commuter benefits
and other similar accounts), including any related assets such as intellectual property rights and contract rights, of another Person.
For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent
increases or decreases in the value of such Investment, less any cash repayments thereof, returns thereon (whether as a principal payment,
distribution, dividend, redemption or sale but not in excess of the amount of the relevant initial Investment) and liabilities expressly
assumed by another person in connection with the sale of such investment.


 


“IP Rights”
has the meaning assigned to such term in Section 3.18.


 


“IRS” means
the United States Internal Revenue Service.


 


“ISDA Definitions”
means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time
to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


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


 


“Issuing Bank”
means, individually and collectively, each of JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Truist Bank and any
other Lender that agrees to act as an Issuing Bank, each in its capacity as the issuer of Letters of Credit hereunder, and its successors
in such capacity as provided in Section 2.06(i); provided that MUFG Union Bank, N.A. shall be deemed to be an Issuing Bank with
respect to certain of the Existing Letters of Credit where it is listed as the Issuing Bank on Schedule 1.01. Each Issuing Bank may,
in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term
 “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference
herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the
relevant Issuing Bank with respect thereto, and, further, references herein to “the Issuing Bank” shall be deemed to refer
to each of the Issuing Banks or the relevant Issuing Bank, as the context requires.


 


“Junior Indebtedness”
has the meaning specified in Section 6.14.


 


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


 






    29


     


    

 


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


 


“LCA Election”
means the Borrower’s election to treat a specified Investment in the nature of an acquisition (including a Permitted Acquisition)
as a Limited Condition Acquisition by giving written notice of such election to the Administrative Agent at any time prior to the closing
of such Limited Condition Acquisition.


 


“LCA Test Date”
has the meaning specified in Section 1.12(c).


 


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


 


“LC Collateral Account”
has the meaning assigned to such term in Section 2.06(j).


 


“LC Disbursement”
means a payment made by any Issuing Bank pursuant to a Letter of Credit.


 


“LC
Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such
time, plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower
at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the LC Exposure at such time.
For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount
may still be drawn thereunder by reason of the operation of Article 29(a) of the Uniform Customs and Practice for Documentary
Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable
time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication
No. 590 (or such later version thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself,
or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding”
and “undrawn” in the amount so remaining available to be paid, and the obligations of the Borrower and each Revolving Lender
shall remain in full force and effect until the applicable Issuing Bank and the Revolving Lenders shall have no further obligations to
make any payments or disbursements under any circumstances with respect to any Letter of Credit.


 


“LC
Obligation” means, as at any date of determination, (i) the aggregate amount available to be drawn under all outstanding
Letters of Credit plus (ii) the aggregate of all Unreimbursed Amounts, including all LC Borrowings. For purposes of computing
the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with
Section 1.10. 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 in the case of a standby Letter of Credit
and Uniform Customs, in the case of a commercial Letter of Credit, such Letter of Credit shall be deemed to be “outstanding”
in the amount so remaining available to be drawn.


 


“Lender Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 






    30


     


    

 


“Lender-Related Person”
has the meaning assigned to such term in Section 9.03(b).


 


“Lenders”
means the Persons listed on Schedule 2.01A and any other Person that shall have become a Lender hereunder pursuant to Section 2.20
or pursuant to an Assignment and Assumption or otherwise, other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Assumption or otherwise. Unless the context otherwise requires, the term “Lenders” includes the Swingline
Lender and the Issuing Banks.


 


“Letter of Credit”
means any letter of credit issued pursuant to this Agreement and shall include the Existing Letters of Credit.


 


“Letter of Credit
Agreement” has the meaning assigned to such term in Section 2.06(b).


 


“Letter of Credit
Commitments” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to issue Letters of Credit hereunder.
The initial amount of each Issuing Bank’s Letter of Credit Commitment is set forth on Schedule 2.01B, or if an Issuing Bank
has entered into an Assignment and Assumption or has otherwise assumed a Letter of Credit Commitment after the Effective Date, the amount
set forth for such Issuing Bank as its Letter of Credit Commitment in the Register maintained by the Administrative Agent. The Letter
of Credit Commitment of an Issuing Bank may be modified from time to time by agreement between such Issuing Bank and the Borrower, and
notified to the Administrative Agent.1


 


“Liabilities”
means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.


 


“LIBO Interpolated
Rate” means, at any time, with respect to any Eurodollar Borrowing denominated in Dollars and for any Interest Period, the
rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination
shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between:
(a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted
LIBO Rate Interest Period and (b) the LIBO Screen Rate for the shortest period (for which the LIBO Screen Rate is available) that
exceeds the Impacted LIBO Rate Interest Period, in each case, at such time; provided, that, if any LIBO Interpolated Rate shall
be less than 0%, such rate shall be deemed to be 0% for purposes of this Agreement.


 


“LIBO
Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the LIBO Screen Rate at approximately
11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided that, if
the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted LIBO Rate Interest Period”),
then the LIBO Rate shall be the LIBO Interpolated Rate.


 


“LIBO Screen Rate”
means, for any day and time, with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered
by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for Dollars for a period equal
in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays
such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such
screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time
to time as selected by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined
would be less than 0.00 %, such rate shall be deemed to be 0.00% for the purposes of this Agreement.


 


“LIBOR”
has the meaning assigned to such term in Section 1.06.


 





 



 


1 NTD: To be split ratably among JBRs.


 






    31


     


    

 


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


 


“Limited Condition
Acquisition” means any Permitted Acquisition or other Investment in the nature of an acquisition, by the Borrower or one or
more of its Restricted Subsidiaries whose consummation is not, by the terms of the applicable purchase, sale, joint venture, merger or
any other definitive agreement with respect to such Permitted Acquisition or other Investment, conditioned on the availability of, or
on obtaining, third party financing.


 


“Loan
Documents” means this Agreement (including schedules and exhibits hereto), each any promissory notes issued pursuant
to Section 2.10(e), any Letter of Credit applications, any Letter of Credit Agreement, the Collateral Agreement, the Collateral
Documents, the Pari Passu Intercreditor Agreement, the Fee Letters, each agreement creating or perfecting rights in Cash Collateral,
any joinder agreement and any other agreement or instrument designated as a “Loan Document” by its terms. Any reference in
this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments,
restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be
in effect at any and all times such reference becomes operative.


 


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


 


“Loans”
means the loans made by the Lenders to the Borrower pursuant to this Agreement.


 


“Material Acquisition”
means any acquisition of property or series of related acquisitions of property that (a) constitutes (i) assets comprising
all or substantially all or any significant portion of a business or operating unit of a business, or (ii) all or substantially
all of the common stock or other Equity Interests of a Person, and (b) involves the payment of consideration by the Borrower and
its Restricted Subsidiaries in excess of $10,000,000.


 


“Material
Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the results of operations,
business, properties, liabilities (actual or contingent) or financial condition of the Borrower and its Restricted Subsidiaries taken
as a whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Loan Document;
or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan
Document to which it is a party


 


“Material Disposition”
means any sale, transfer or disposition of property or series of related sales, transfers, or dispositions of property that yields gross
proceeds to the Borrower or any of its Restricted Subsidiaries in excess of $10,000,000.


 


“Material Domestic
Subsidiary” means each Domestic Subsidiary other than an Immaterial Subsidiary.


 


“Material Real Estate
Asset” means any fee-owned real property with a fair market value in excess of $20,000,000.


 






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“Maturity Date”
means October 8, 2026; provided, however, if such date is not a Business Day, the Maturity Date shall be the next
preceding Business Day.


 


“Maximum Rate”
has the meaning assigned to such term in Section 9.16.


 


“Maximum Total Net
Leverage Ratio” has the meaning specified in Section 6.11(a).


 


“Measurement Period”
means, at any date of determination, the most recently completed four fiscal quarters of the Borrower for which financial statements
are available (other than for purposes of calculating ratios pursuant to Section 6.11, which shall look to the most recently
completed four fiscal quarters of the Borrower).


 


“MIRE Event”
means, if there are any Mortgaged Properties at such time, any increase in the amount, extension of the maturity or renewal of any of
the Commitments or Loans (other than (i) any conversion or continuation of any Borrowing from one Type into another Type, (ii) the
making of any Revolving Loan or Swingline Loan or (iii) the issuance, renewal, extension or amendment of any Letter of Credit).


 


“MNPI”
has the meaning specified in Section 5.02.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Mortgage”
has the meaning specified in Section 5.11(b).


 


“Mortgage Policy”
has the meaning assigned to such term in Section 5.11(b).


 


“Mortgaged Property”
means the real properties listed on Schedule 5.11 and any real property which becomes subject to a Mortgage pursuant to Section 5.11(b).


 


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


 


“Net Cash Proceeds”
means with respect to any Disposition by the Borrower or any of its Restricted Subsidiaries, or any Extraordinary Receipt received by
or paid to or for the account of the Borrower or any of its Restricted Subsidiaries, in each case, after the Effective Date, the excess,
if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents
received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received)
over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required
to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents or Indebtedness that is secured by
a Lien that ranks pari passu with or junior to the Liens securing the Obligations), (B) the selling costs and out-of-pocket expenses
incurred (or reasonably expected to be incurred) by the Borrower or such Restricted Subsidiary in connection with such transaction, (C) taxes
reasonably estimated to be actually payable within two years of the date of the relevant transaction, including any taxes payable as
a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause
(C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of
such excess shall be a reduction of the Taxes previously taken into account under subclause (C) for purposes of redetermining
Net Cash Proceeds, (D) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance
with GAAP and (E) cash escrows (until released from escrow to the Borrower or any of its Restricted Subsidiaries) from the sale
price for such Disposition.


 






    33


     


    

 


“Net Equity Proceeds”
means, as at any date of determination, without duplication, an amount equal to any cash proceeds from a capital contribution to, or
any cash proceeds from the issuance by the Borrower after the Effective Date of any Qualified Equity Interests of the Borrower (other
than pursuant to any employee stock or stock option compensation plan or pursuant to any issuance permitted by Section 6.02(k) or
6.06(c)), in each case, after the Effective Date, net of attorneys’ fees, accountants’ fees, underwriters’ or
placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred
in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account
any available tax credit or deductions and any tax sharing arrangements), minus any portion of such amount used by the Borrower
and its Restricted Subsidiaries on or prior to such date of determination to make (1) Investments pursuant to Section 6.02(c)(iv)(C)(3),
(2) Investments pursuant to Section 6.02(o)(3), (3) Restricted Payments pursuant to Section 6.06(e)(3),
or (4) payments of Junior Indebtedness pursuant to Section 6.14(c)(3)


 


“NFIP” has
the meaning specified in Section 5.11(b).


 


“Non-Consenting Lender”
has the meaning assigned to such term in Section 9.02(e).


 


“Non-Recourse Debt”
means Indebtedness:


 


(a)           as
to which neither the Borrower nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), or (b) is directly or indirectly liable as a guarantor or otherwise;


 


(b)           default
with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary)
would not permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Obligations) of the Borrower
or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated
or payable prior to its stated maturity; and


 


(c)           as
to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Borrower or any
of its Restricted Subsidiaries.


 


“Notes”
has the meaning assigned to such term in Section 2.10(e).


 


“Notes Indebtedness”
means Indebtedness under and in respect of that certain Indenture dated as of October 8, 2021 (as amended, amended and restated,
supplemented or otherwise modified from time to time in accordance with this Agreement) by and among the Borrower, as issuer, the Borrower’s
Subsidiaries from time to time party thereto as guarantors and Wells Fargo Bank, National Association as trustee.


 


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


 


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


 


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


 






    34


     


    

 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document
or otherwise with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or Secured Hedge Agreement, in each case,
whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter
arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding.


 


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


 


“Organization
Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws
(or equivalent or comparable constitutive documents with respect to any non-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 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 Benchmark Rate
Election” means, if the then-current Benchmark is the LIBO Rate, the occurrence of:


 


(a)            a
request by the Borrower to the Administrative Agent to notify each of the other parties hereto that, at the determination of the Borrower,
Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed), in lieu of
a LIBOR-based rate, a term benchmark rate as a benchmark rate; and


 


(b)            the
Administrative Agent, in its sole discretion, and the Borrower jointly elect to trigger a fallback from the LIBO Rate and the provision,
as applicable, by the Administrative Agent of written notice of such election to the Borrower and the Lenders.


 


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


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made
under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest
under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to
an assignment (other than an assignment made pursuant to Section 2.19).


 


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


 






    35


     


    

 


“Pari Passu Intercreditor
Agreement” means an intercreditor agreement among the Administrative Agent and the other parties from time to time party thereto
substantially in the form of Exhibit L.


 


“Participant”
has the meaning assigned to such term in Section 9.04(c).


 


“Participant Register”
has the meaning assigned to such term in Section 9.04(c).


 


“Patriot Act”
means the USA PATRIOT Act of 2001.


 


“Payment”
has the meaning assigned to such term in Section 8.06(b).


 


“Payment Notice”
has the meaning assigned to such term in Section 8.06(b).


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Act”
means the Pension Protection Act of 2006.


 


“Pension Funding Rules”
means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension
Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code
and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Sections 412, 430, 431, 432 and 436 of the
Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension Plan”
means any employee pension benefit plan (including, but not limited to, Multiemployer Plans, defined benefit plans or defined contribution
plans) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or
is subject to the Pension Funding Rules.


 


“Permitted Acquisition”
means (i) the Viking Acquisition and (ii) any other acquisition by the Borrower or any Restricted Subsidiary in the form of
acquisitions of all or substantially all of the business or a line of business or a separate operation or of acquisitions of the type
described in clause (d) in the definition of “Investment” (whether by the acquisition of capital stock, assets or any
combination thereof) of any other Person, in the case of this clause (ii), if:


 


(a)            the
acquired entity, assets or operations shall be in the Permitted Business;


 


(b)            the
aggregate amount of acquisitions made by the Borrower and its Restricted Subsidiaries in Persons that do not become Loan Parties as a
result of any such acquisition and all other Permitted Acquisitions closed after the Effective Date shall not exceed the greater of (i) $150,000,000
and (ii) 50% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements
delivered under Section 5.01(a) or (b) after giving effect to all acquisitions whether closed prior to,
on or after the Effective Date, but prior to giving effect to the proposed acquisition; and


 


(c)            no
Event of Default shall have occurred and be continuing.


 






    36


     


    

 


“Permitted Business”
means the lines of business in which the Borrower and its Restricted Subsidiaries are engaged on the Effective Date or a line of business
reasonably related, complementary, synergistic or ancillary thereto or reasonable extensions thereof.


 


“Permitted Liens”
means any Liens permitted under Section 6.01.


 


“Permitted Prior Liens”
has the meaning assigned to such term in Section 3.20.


 


“Permitted
Refinancing Indebtedness” means any Indebtedness issued in exchange for, or the net proceeds of which are used to extend,
refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or
previous refinancings thereof constituting Permitted Refinancing Indebtedness) (and, in the case of revolving Indebtedness being Refinanced,
to effect a corresponding reduction in the commitments with respect to such revolving Indebtedness being Refinanced); provided, that
with respect to any Indebtedness being Refinanced: (a) the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus
unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions
and expenses, plus an amount equal to any existing commitment unutilized thereunder and letters of credit undrawn thereunder), (b) except
with respect to Section 6.03(e), such Permitted Refinancing Indebtedness (x) has a final maturity date equal to or later
than the earlier of the final maturity date of the Indebtedness being Refinanced and the Latest Maturity Date then in effect and (y) has
a Weighted Average Life to Maturity greater than or equal to the shorter of (i) the remaining Weighted Average Life to Maturity
of the Indebtedness being Refinanced and (ii) the remaining Weighted Average Life to Maturity of each Facility hereunder, (c) if
the Indebtedness being Refinanced is subordinated in right of payment to the Obligations under this Agreement, such Permitted Refinancing
Indebtedness shall be subordinated in right of payment to such Obligations on terms in the aggregate not materially less favorable to
the Lenders as those contained in the documentation governing the Indebtedness being Refinanced, (d) if the Indebtedness being Refinanced
was unsecured, such Permitted Refinancing Indebtedness shall also be unsecured (unless such Permitted Refinancing Indebtedness could
otherwise be secured pursuant to Section 6.01), (e) no Permitted Refinancing Indebtedness shall have obligors that are
not (or would not have been) obligated with respect to the Indebtedness being Refinanced (except that a Loan Party may be added as an
additional obligor if such Loan Party would have otherwise been permitted to incur or Guarantee such Indebtedness pursuant to Section 6.03),
(f) if the Indebtedness being Refinanced is secured, (x) such Permitted Refinancing Indebtedness may be secured (including
by any Collateral pursuant to after-acquired property clauses to the extent any such Collateral secured (or would have secured) the Indebtedness
being Refinanced) to the extent permitted by Section 6.01 and (y) the holders of such Permitted Refinancing Indebtedness
or a representative thereof shall be or become a party to the Pari Passu Intercreditor Agreement and any junior lien intercreditor agreement
then in effect (if such Indebtedness is secured by any or all of the Collateral on a pari passu basis (without regard to the control
of remedies) with the Obligations) or to a junior lien intercreditor agreement reasonably satisfactory to the Administrative Agent (if
such Indebtedness is secured by any or all of the Collateral on a junior basis (without regard to the control of remedies) with the Obligations).


 


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


 


“Plan Asset Regulations”
means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.


 


“Platform”
has the meaning specified in Section 5.02.


 


“Prepayment Event”
means:


 






    37


     


    

 


(a)            any
sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of the Borrower
or any Restricted Subsidiary, other than dispositions described in Section 6.05 (except pursuant to Section 6.05(j) or
6.05(k)), which results in the realization by such Person of Net Cash Proceeds in excess of an aggregate amount of $25,000,000 per Fiscal
Year; or


 


(b)            the
receipt by the Borrower or any Restricted Subsidiary of any Extraordinary Receipt, which results in the receipt by such Person of Net
Cash Proceeds in excess of an aggregate amount of $25,000,000 per Fiscal Year; or


 


(c)            the
incurrence by the Borrower or any Restricted Subsidiary of any Indebtedness (other than Loans), other than Indebtedness permitted under
Section 6.03 or permitted by the Required Lenders pursuant to Section 9.02.


 


“Prime Rate”
means 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). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced
or quoted as being effective.


 


“Proceeding”
means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory action or proceeding
in any jurisdiction.


 


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


 


“Public
Lender” has the meaning specified in Section 5.02.


 


“Qualified Equity
Interests” means any Equity Interests that are not Disqualified Equity Interests.


 


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


 


“QFC Credit Support”
has the meaning assigned to it in Section 9.19.


 


“Ratio Calculation
Date” has the meaning specified in Section 1.12(b)(i).


 


“Recipient”
means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is the LIBO Rate, 11:00 a.m., London time,
on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not the LIBO Rate, the
time determined by the Administrative Agent in its reasonable discretion.


 






    38


     


    

 


“Refinance”
shall have the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,” “Refinancing”
and “Refinanced” shall have a meaning correlative thereto.


 


“Refinancing”
means the repayment in full of all principal, interest, fees and other amounts due or outstanding under the Existing Credit Agreement,
the termination of all commitments under the Existing Credit Agreement and the termination and release of all guarantees and security
in support of the Existing Credit Agreement.


 


“Register”
has the meaning assigned to such term in Section 9.04(b).


 


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


 


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


 


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


 


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


 


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


 


“Relevant
Governmental Body” means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the
Federal Reserve Board or the NYFRB, or any successor thereto.


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been
waived.


 


“Required
Lenders” means, subject to Section 2.21, (a) at any time prior to the earlier of the Loans becoming due and payable
pursuant to Section 7.02 or the Revolving Commitments terminating or expiring, Lenders having Credit Exposures and Unfunded Commitments
representing more than 50% of the sum of the total Credit Exposures plus Unfunded Commitments at such time, provided that, solely
for purposes of declaring the Loans to be due and payable pursuant to Section 7.02, the Unfunded Commitment of each Revolving Lender
shall be deemed to be zero; and (b) for all purposes after the Loans become due and payable pursuant to Section 7.02 or the
Revolving Commitments expire or terminate, Lenders having Credit Exposures representing more than 50% of the sum of the total Credit
Exposures at such time; provided that, in the case of clauses (a) and (b) above, (x) the Revolving Credit Exposure
of any Revolving Lender that is the Swingline Lender shall be deemed to exclude any amount of its Swingline Exposure in excess of its
Applicable Percentage of all outstanding Swingline Loans, adjusted to give effect to any reallocation under Section 2.21 of the
Swingline Exposures of Defaulting Lenders in effect at such time, and the Unfunded Commitment of such Lender shall be determined on the
basis of its Revolving Credit Exposure excluding such excess amount and (y) for the purpose of determining the Required Lenders
needed for any waiver, amendment, modification or consent of or under this Agreement or any other Loan Document, any Lender that is (A) the
Borrower or an Affiliate of the Borrower or (B) a Defaulting Lender shall be disregarded, together with its Credit Exposures and
Unfunded Commitments.


 






    39


     


    

 


“Required Revolving
Lenders” means, subject to Section 2.21, (a) at any time prior to the earlier of the Revolving Loans becoming due
and payable pursuant to Section 7.02 or the Revolving Commitments terminating or expiring, Revolving Lenders having Revolving Credit
Exposures and Unfunded Commitments representing more than 50% of the sum of the Total Revolving Credit Exposure and Unfunded Commitments
at such time, provided that, solely for purposes of declaring the Loans to be due and payable pursuant to Section 7.02, the Unfunded
Commitment of each Revolving Lender shall be deemed to be zero; and (b) for all purposes after the Loans become due and payable
pursuant to Section 7.02 or the Revolving Commitments expire or terminate, Revolving Lenders having Revolving Credit Exposures representing
more than 50% of the Total Revolving Credit Exposure at such time; provided that, in the case of clauses (a) and (b) above,
(x) the Revolving Credit Exposure of any Revolving Lender that is the Swingline Lender shall be deemed to exclude any amount of
its Swingline Exposure in excess of its Applicable Percentage of all outstanding Swingline Loans, adjusted to give effect to any reallocation
under Section 2.21 of the Swingline Exposures of Defaulting Lenders in effect at such time, and the Unfunded Commitment of such
Revolving Lender shall be determined on the basis of its Revolving Credit Exposure excluding such excess amount and (y) for the
purpose of determining the Required Revolving Lenders needed for any waiver, amendment, modification or consent of or under this Agreement
or any other Loan Document, any Revolving Lender that is (A) the Borrower or an Affiliate of the Borrower or (B) a Defaulting
Lender shall be disregarded, together with its Credit Exposures and Unfunded Commitments.


 


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


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer, director of corporate finance, treasurer,
assistant treasurer or controller of a Loan Party, and including solely for purposes of Section 4.01, the secretary or assistant
secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such
Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition,
cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s
stockholders, partners or members (or the equivalent of any thereof) or any option, warrant or other right to acquire any such dividend
or other distribution or payment.


 


“Restricted Subsidiary”
means any Subsidiary other than an Unrestricted Subsidiary.


 


“Reuters”
means, as applicable, Thomson Reuters Corp., Refinitiv, or any successor thereto.


 


“Revolving Commitment”
means, with respect to each Lender, the amount set forth on Schedule 2.01A opposite such Lender’s name under the heading “Revolving
Commitment”, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70)
of the New York Uniform Commercial Code) contemplated hereby pursuant to which such Lender shall have assumed its Revolving Commitment,
as applicable, and giving effect to (a) any reduction in such amount from time to time pursuant to Section 2.09, (b) any
increase from time to time pursuant to Section 2.20 and (c) any reduction or increase in such amount from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04; provided that at no time shall the Revolving Credit Exposure
of any Lender exceed its Revolving Commitment. The initial aggregate amount of the Revolving Commitments on the Effective Date is $1,000,000,000.


 






    40


     


    

 



 


“Revolving
Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s
Revolving Loans, its LC Exposure and its Swingline Exposure at such time.


 


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


 


“Revolving
Lender” means, as of any date of determination, each Lender that has a Revolving Commitment or, if the Revolving Commitments
have terminated or expired, a Lender with Revolving Credit Exposure.


 


“Revolving
Loan” means a Loan made by a Revolving Lender pursuant to Section 2.01(a).


 


“S&P”
means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business.


 


“Sale
and Leaseback Transaction” means any sale or other transfer of any property or asset by any Person with the intent to lease
such property or asset as lessee.


 


“Sanctioned
Country” means a country, territory, region or a government of a country, territory or
region that is the subject of Sanctions.


 


“Sanctioned
Person” means (a) any Person listed in any Sanctions-related list of designated Persons
maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member
state, Her Majesty’s Treasury of the United Kingdom, the Government of Canada or any other relevant sanctions authority, or that
is otherwise the subject of any Sanctions, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any
Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from
time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the
Treasury or the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, Her
Majesty’s Treasury of the United Kingdom, the Government of Canada or any other relevant sanctions authority.


 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of
its principal functions.


 


“Secured
Cash Management Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash
Management Bank.


 


“Secured
Cash Management Obligations” means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever
and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor) in connection with Secured Cash Management Agreements.


 






    41


     


    

 


“Secured
Hedge Agreement” means any interest rate, currency or commodity Swap Contract permitted under this Agreement that is entered
into by and between a Loan Party and any Hedge Bank.


 


“Secured
Hedging Obligations” means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in
connection with Secured Hedge Agreements.


 


“Secured
Net Leverage Ratio” means, with respect to any Measurement Period, the ratio of (i) Consolidated Secured Debt (net of
the Unrestricted Cash Amount in an aggregate amount not to exceed $350,000,000) as of the last day of such Measurement Period to (ii) Consolidated
EBITDA for such Measurement Period, in each case, for the Borrower and its Restricted Subsidiaries.


 


“Secured
Parties” means, collectively, the Administrative Agent, the Lenders, the Issuing Banks,
with respect to any Secured Cash Management Agreement, the Cash Management Banks, with respect to any Secured Hedge Agreement, the Hedge
Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.04, and the
other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents.


 


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


 


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


 


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


 


“Solvent”
and “Solvency” mean, with respect to the Borrower and its Subsidiaries on any
date of determination, that on such date (a) the sum of the liabilities of the Borrower and its Subsidiaries, taken as a whole,
does not exceed either the present fair saleable value or fair value of the assets of the Borrower and its Subsidiaries, taken as a whole;
(b) the capital of the Borrower and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of
the Borrower and its Subsidiaries, taken as a whole, contemplated through the maturity of the credit facilities evidenced by this Agreement,
and (c) the Borrower and its Subsidiaries, taken as a whole, do not intend to incur, or believe that they will incur, debts including
current obligations beyond their ability to pay such debts as they mature in the ordinary course of business. For the purposes hereof,
the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of
whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).


 


“Specified
Assets” means, collectively, (a) letter of credit rights (other than to the extent
the security interest in such letter of credit rights may be perfected by the filing of UCC financing statements) with a value of less
than $10,000,000, (b) commercial tort claims with a value of less than $10,000,000, (c) such assets as to which the Administrative
Agent and the Borrower reasonably agree that the cost of obtaining such a security interest therein or perfection thereof are excessive
in relation to the benefit to the Secured Parties of the security to be afforded thereby and (d) assets located outside of the United
States (other than Equity Interests of Foreign Subsidiaries as contemplated by this Agreement).


 






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“Specified
Ancillary Obligations” means all obligations and liabilities (including interest and fees accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) of any
of the Subsidiaries, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent,
matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, to the Lenders
or any of their Affiliates under any Secured Hedge Agreement or any Secured Cash Management Agreement; provided that the definition
of “Specified Ancillary Obligations” shall not create or include any guarantee by any Loan Party of (or grant of security
interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any
obligations of any Loan Party.


 


“Specified
Swap Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction
that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations
promulgated thereunder.


 


“Spot
Rate” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such
capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange
trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation
is made; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the
Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such
currency.


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves)
expressed as a decimal established by the Federal Reserve Board to which the Administrative Agent is subject for eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D) or any other reserve ratio or analogous requirement
of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the
Loans. Such reserve percentages shall include those imposed pursuant to Regulation D. Eurodollar Loans shall be deemed to constitute
eurocurrency funding 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 Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other
business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors
or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at
the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries,
or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Borrower.


 


“Supported
QFC” has the meaning assigned to it in Section 9.19.


 






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“Swap
Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond
index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including
any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement,
and (b) any and all transactions of any kind, and the related confirmations, 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 similar master agreement relating to a transaction described in clause (a) (any
such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities
under any Master Agreement.


 


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


 


“Swingline
Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Revolving Lender at any time shall be the sum of (a) its Applicable Percentage of the aggregate principal amount
of all Swingline Loans outstanding at such time (excluding, in the case of any Revolving Lender that is a Swingline Lender, Swingline
Loans made by it that are outstanding at such time to the extent that the other Revolving Lenders shall not have funded their participations
in such Swingline Loans), adjusted to give effect to any reallocation under Section 2.21 of the Swingline Exposure of Defaulting
Lenders in effect at such time, and (b) in the case of any Revolving Lender that is a Swingline
Lender, the aggregate principal amount of all Swingline Loans made by such Revolving Lender outstanding at such time, less the amount
of participations funded by the other Revolving Lenders in such Swingline Loans.


 


“Swingline
Lender” means JPMorgan Chase Bank, N.A., in its capacity as the lender of Swingline Loans hereunder.


 


“Swingline
Loan” means a Loan made pursuant to Section 2.05.


 


“Swingline
Sublimit” means $25,000,000.


 


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


 


“Term
Facility” means, at any time, (a) prior to the funding of the Term Loans on the Effective
Date, the aggregate amount of the Term Loan Commitments at such time and (b) thereafter, the aggregate principal amount of the Term
Loans of all Term Lenders outstanding at such time.


 


“Term
Lender” means, as of any date of determination, each Lender having a Term Loan Commitment or that holds Term Loans.


 






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“Term
Loan Commitment” means (a) with respect to any Term Lender, the amount set forth on Schedule 2.01A opposite such
Lender’s name under the heading “Term Loan Commitment”, or in the Assignment and Assumption or other documentation
or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) contemplated hereby pursuant
to which such Lender shall have assumed its Term Loan Commitment, as applicable, and giving effect to (i) any reduction in such
amount from time to time pursuant to Section 2.09 and (ii) any reduction or increase in such amount from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04 and (b) as to all Term Lenders, the aggregate commitments of all
Term Lenders to make Term Loans. After advancing the Term Loan, each reference to a Term Lender’s Term Loan Commitment shall refer
to that Term Lender’s Applicable Percentage of the Term Loans. The initial aggregate amount of the Term Loan Commitments on the
Effective Date is $350,000,000.


 


“Term
Loans” means the term loans made by the Term Lenders to the Borrower pursuant to Section 2.01(b).


 


“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time,
the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Borrower
of the occurrence of a Term SOFR Transition Event.


 


“Term
SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has been recommended for
use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent
and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable (and, for the
avoidance of doubt, not in the case of an Other Benchmark Rate Election), has previously occurred resulting in a Benchmark Replacement
in accordance with Section 2.14 that is not Term SOFR.


 


“Threshold
Amount” means $30,000,000.


 


“Total
Net Leverage Ratio” means, with respect to any Measurement Period, the ratio of (a) Consolidated Funded Indebtedness (net
of the Unrestricted Cash Amount in an aggregate amount not to exceed $350,000,000) as of the last day of such Measurement Period to (b) Consolidated
EBITDA for the most recently completed Measurement Period, in each case, for the Borrower and its Restricted Subsidiaries.


 


“Total
Revolving Credit Exposure” means, at any time, the sum of (a) the outstanding principal amount of the Revolving Loans
and Swingline Loans at such time and (b) the total LC Exposure at such time.


 


“Trade
Date” has the meaning assigned to such term in Section 9.04(e).


 


“Transactions”
means, collectively, (a) the Refinancing, (b) the entering into by the Borrower and the
other Loan Parties of the Loan Documents to which they are or are intended to be a party, (c) any initial Credit Events on the Effective
Date and (d) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.


 


“Trust
Company” means an entity, whether incorporated or not, doing business under the laws of
any State or of the United States a substantial portion of the business of which consists of receiving deposits or exercising fiduciary
powers similar to those permitted to national banks under the authority of the Comptroller of the Currency, and which is supervised and
examined by State or Federal authority having supervision over banks or savings associations. As of the Effective Date, (i) no Loan
Party is a “Trust Company” and (ii) the business of the Loan Parties as a whole does not qualify as a “Trust Company”;
it being understood and agreed, for the avoidance of doubt, that the term “Trust Company” does not include a Person designated
as a nonbank trustee or custodian of health savings accounts pursuant to Section 223(d)(1)(B) of the Code and 26 CFR 1.408-2(e).


 






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“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.


 


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


 


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


 


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


 


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


 


“Unfunded
Commitment” means, with respect to each Lender, the Revolving Commitment of such Lender less its Revolving Credit Exposure.


 


“United
States” or “U.S.” mean the United States of America.


 


“Unliquidated
Obligations” means, at any time, any Obligations (or portion thereof) that are contingent in nature or unliquidated at such
time, including any Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a letter of credit
issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or (iii) an obligation
to provide collateral to secure any of the foregoing types of obligations.


 


“Unreimbursed
Amount” has the meaning assigned to it in Section 2.06(e).


 


“Unrestricted
Cash Amount” means, as of any date of determination, the aggregate amount of (i) unrestricted Cash and Cash Equivalents
of the Borrower and its Restricted Subsidiaries and (ii) cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries
restricted in favor of the Facilities or any other Indebtedness permitted to be secured by a Lien on the Collateral along with the Facilities,
in each case, whether or not held in an account pledged to the Administrative Agent.


 






    46


     


    

 


“Unrestricted
Subsidiary” means any Subsidiary of the Borrower that is designated by the Borrower as an Unrestricted Subsidiary in accordance
with Section 5.16, but only to the extent that such Subsidiary:


 


(a)            has
no Indebtedness other than Non-Recourse Debt;


 


(b)            is
not party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary of the Borrower unless
the terms of any such agreement, contract, arrangement or understanding are not materially less favorable to the Borrower or such Restricted
Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Borrower;


 


(c)            is
a Person with respect to which neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation (x) to
subscribe for additional Equity Interests or (y) to maintain or preserve such Person’s financial condition or to cause such
Person to achieve any specified level of operating results; and


 


(d)            has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Borrower or any of its Restricted
Subsidiaries unless such guarantee or credit support is released upon its designation as an Unrestricted Subsidiary.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S.
Special Resolution Regime” has the meaning assigned to it in Section 9.19.


 


“U.S. Tax
Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


 


“Viking
Acquisition” means the acquisitions and other transactions contemplated by (a) that certain Amended and Restated Asset
and Unit Purchase Agreement, dated as of September 7, 2021, by and among the Borrower, Viking Acquisition Corp., a Delaware corporation,
MII Life Insurance, Incorporated d/b/a Further, a Minnesota corporation, and Aware Integrated, Inc., a Minnesota nonprofit
corporation, and (b) that certain Asset Purchase Agreement, dated as of September 7, 2021, by and among the Borrower, Viking
Acquisition Corp., a Delaware corporation, and MII Life Insurance, Incorporated d/b/a Further, a Minnesota corporation (including
the exhibits, schedules and annexes thereto).


 


“WageWorks
Acquisition” means the acquisition and other transactions contemplated by that certain Agreement and Plan of Merger, dated
as of June 26, 2019, by and among the Borrower, Pacific Merger Sub Inc., a Delaware corporation, and WageWorks, Inc., a Delaware
corporation (including the exhibits, schedules and annexes thereto).


 


“Weighted
Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment by (ii) the then outstanding principal
amount of such Indebtedness; provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness
that is being modified, refinanced, refunded, renewed, replaced or extended (the “Applicable Indebtedness”), the effect
of any prepayments made on such Applicable Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal,
replacement or extension shall be disregarded.


 






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


 


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


 


SECTION 1.03.     Terms
Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan
Document:


 


(a)             The
definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will”
shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any
definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as
referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified
(subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein or in any other Loan Document),
(ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the
words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document,
shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references
in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and
regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) 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.


 


(b)             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.”


 






    48


     


    

 


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


 


(d)            Any
reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall
be deemed to apply to a division of or by a Person, or an allocation of assets to a series of a Person (or the unwinding of such a division
or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar
term, as applicable, to, of or with a separate Person. Any division of a Person shall constitute a separate Person hereunder (and each
division of any Person that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).


 


SECTION 1.04.     Accounting
Terms; Changes in GAAP; Rounding. (a) Subject to Section 1.04(b), all accounting terms not specifically or completely
defined herein shall be construed in conformity with GAAP, 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 on a consistent basis, as in effect
from time to time, and applied in a manner consistent with that used in preparing the Borrower Annual Financial Statements, except as
otherwise specifically prescribed herein; provided that if at any time a change in GAAP occurs that would result in a change to
the method of accounting for obligations relating to a lease that was accounted for by a Person as an operating lease as of the Effective
Date (or any similar lease entered into after the Effective Date by such Person), such obligations shall be accounted for as obligations
relating to an operating lease and not as a Capital Lease.


 


(b)            If
at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and
either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate
in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to
the approval of the Required Lenders); provided that, until so amended, such ratio or requirement shall continue to be computed
in accordance with GAAP prior to such change therein.


 


(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 (i) any election under Financial Accounting
Standards Board Accounting Standards Codification 825 (or any other Accounting Standards Codification or Financial Accounting Standard
having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”,
as defined therein and (ii) any treatment of Indebtedness under Accounting Standards Codification 470-20 or 2015-03 (or any other
Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness
in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal
amount thereof.


 


(d)            Notwithstanding
any other provision contained herein or any requirement under GAAP, all obligations of any Person that are or would have been treated
as operating leases for purposes of GAAP prior to the issuance by the FASB on February 25, 2016 of an Accounting Standards Update
(the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations
for purposes of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact
that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as Capital
Leases in the financial statements of such Person.


 


(e)            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).


 






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SECTION 1.05.     Times
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard,
as applicable).


 


SECTION 1.06.     Interest
Rates; LIBOR Notification. The interest rate on Eurodollar Loans is determined by reference to the LIBO Rate, which is derived from
the London interbank offered rate (“LIBOR”). LIBOR is intended to represent the rate at which contributing banks may
obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the U.K. Financial Conduct Authority
(the “FCA”) publicly announced that: (a) immediately after December 31, 2021, publication of all seven euro
LIBOR settings, all seven Swiss Franc LIBOR settings, the spot next, 1-week, 2-month and 12-month Japanese Yen LIBOR settings, the overnight,
1-week, 2-month and 12-month British Pound Sterling LIBOR settings, and the 1-week and 2-month U.S. Dollar LIBOR settings will permanently
cease; (b) immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently
cease; (c) immediately after December 31, 2021, the 1-month, 3-month and 6-month Japanese Yen LIBOR settings and the 1-month,
3-month and 6-month British Pound Sterling LIBOR settings will cease to be provided or, subject to consultation by the FCA, be provided
on a changed methodology (or “synthetic”) basis and no longer be representative of the underlying market and economic reality
they are intended to measure and that representativeness will not be restored; and (d) immediately after June 30, 2023, the
1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to the FCA’s consideration of the
case, be provided on a synthetic basis and no longer be representative of the underlying market and economic reality they are intended
to measure and that representativeness will not be restored. There is no assurance that dates announced by the FCA will not change or
that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics
of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this agreement should consult its own advisors to
stay informed of any such developments. Public and private sector industry initiatives are currently underway to identify new or alternative
reference rates to be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event, a Term
SOFR Transition Event or, an Early Opt-in Election or an Other Benchmark Rate Election, Section 2.14(b) and (c) provide
the mechanism for determining an alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to
Section 2.14(e), of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission,
performance or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate”
or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any
such alternative, successor or replacement rate implemented pursuant to Section 2.14(b) or (c), whether upon the occurrence
of a Benchmark Transition Event, a Term SOFR Transition Event or, an Early Opt-in Election or an Other Benchmark Rate Election, and (ii) the
implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.14(d)), including without limitation, whether
the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the
same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the London interbank offered rate (or
the euro interbank offered rate, as applicable) prior to its discontinuance or unavailability. The Administrative Agent and its affiliates
and/or other related entities may engage in transactions that affect the calculation of any alternative, successor or alternative rate
(including any Benchmark Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The
Administrative Agent may select information sources or services in its reasonable discretion to ascertain any benchmark rate, or any
component thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have
no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special,
punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or
in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.


 






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SECTION 1.07.     Currency
Equivalents Generally; Change of Currency. For purposes of this Agreement and the other Loan Documents (other than Articles 2, 8
and 9 hereof), where the permissibility of a transaction or determinations of required actions or circumstances depend upon compliance
with, or are determined by reference to, amounts stated in Dollars, such amounts shall be deemed to refer to Dollars or Dollar Equivalents
and any requisite currency translation shall be based on the Spot Rate in effect on the Business Day of such transaction or determination.
Notwithstanding the foregoing, for purposes of determining compliance with Sections 6.01, 6.02 and 6.03 with respect to any amount of
Liens, Indebtedness or Investment in currencies other than Dollars, no Default shall be deemed to have occurred solely as a result
of changes in rates of exchange occurring after the time such Lien is created, Indebtedness is incurred or Investment is made. 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 (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.


 


SECTION 1.08.     Timing
of Payment and Performance. 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 the definition
of Interest Period) or performance shall extend to the immediately succeeding Business Day.


 


SECTION 1.09.     [Reserved].


 


SECTION 1.10.     Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount
of such Letter of Credit available to be drawn at such time; provided that, with respect to any Letter of Credit that, by its
terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount
thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to
all such increases, whether or not such maximum amount is available to be drawn at such time.


 


SECTION 1.11.     Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset,
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired
on the first date of its existence by the holders of its Equity Interests at such time.


 


SECTION 1.12.     Certain
Calculations.


 


(a)            All
pro forma calculations permitted or required to be made by the Borrower or any Restricted Subsidiary pursuant to this Agreement shall
include only those adjustments that have been certified by a Responsible Officer of the Borrower as having been prepared in good faith
based upon reasonably detailed written assumptions believed by the Borrower at the time of preparation to be reasonable and which are
reasonably foreseeable. Any ratio calculated hereunder that includes Consolidated EBITDA shall look to Consolidated EBITDA for the most
recently completed Measurement Period.


 


(b)            The
pro forma Total Net Leverage Ratio, pro forma First Lien Net Leverage Ratio, pro forma Secured Net Leverage Ratio and pro forma Consolidated
Interest Coverage Ratio shall be calculated as follows:


 






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(i)                in
the event that the Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness
subsequent to the last day of the Measurement Period for which such pro forma ratio is being calculated but on or prior to the date of
the event for which the calculation of such pro forma ratio is being made (a “Ratio Calculation Date”), then such
pro forma ratio shall be calculated as if such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness
(and all other incurrences, assumptions, guarantees, redemptions, retirements or extinguishments of Indebtedness consummated since the
last day of the applicable Measurement Period but on or prior to the Ratio Calculation Date) had occurred at the last day of the applicable
Measurement Period; provided that (i) in the case of any incurrence of Indebtedness or establishment of any revolving credit
or delayed draw commitments, (x) a borrowing of the maximum amount of Indebtedness available under such revolving credit or delayed
draw commitments shall be assumed and (y)  the cash proceeds of such incurred Indebtedness shall be excluded from amounts that may
be netted in the calculation of pro forma Total Net Leverage Ratio, pro forma First Lien Net Leverage Ratio or pro forma Secured Net
Leverage Ratio, as applicable, and (ii) the pro forma Consolidated Interest Expense for the applicable Measurement Period shall
be calculated assuming such Indebtedness had been outstanding or repaid, as the case may be, since the first day and through the end
of the applicable Measurement Period (taking into account any interest rate Swap Contracts applicable to such Indebtedness);


 


(ii)               in
the event that any Permitted Acquisitions or other permitted Investments in the nature of an acquisition are made subsequent to the last
day of the applicable Measurement Period for which such pro forma ratio is being calculated but on or prior to the Ratio Calculation
Date, then Consolidated EBITDA shall be (x) increased by an amount equal to the Consolidated EBITDA attributable to the property
or Investment that is the subject of such Permitted Acquisition or other permitted Investment in the nature of an acquisition, in each
case assuming such Permitted Acquisition or other permitted Investment had been made on the first day of the applicable Measurement Period
and (y) otherwise calculated as set forth in the third paragraph of the definition of “Consolidated EBITDA” on a Pro
Forma Basis;


 


(iii)              in
the event that Dispositions are made subsequent to the last day of the applicable Measurement Period for which such pro forma ratio is
being calculated but on or prior to the relevant Ratio Calculation Date, then Consolidated EBITDA shall be reduced by an amount equal
to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Disposition or increased by an amount
equal to the Consolidated EBITDA (if negative) attributable thereto, in each case assuming such Disposition had been made on the first
day of the applicable Measurement Period; and


 


(iv)              for
the avoidance of doubt, the cash used in connection with any transaction specified above shall be excluded from amounts that may be netted
in the calculation of pro forma Total Net Leverage Ratio, pro forma First Lien Net Leverage Ratio or pro forma Secured Net Leverage Ratio,
as applicable.


 






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(c)            Notwithstanding
anything to the contrary in this Agreement, solely for the purpose of (A) measuring the relevant financial ratios and basket availability
or pro forma compliance with any covenant with respect to the incurrence of any Indebtedness (including any Incremental Term Loans, Incremental
Revolving Loans, Incremental Term Facility, or Incremental Revolving Credit Commitments) or Liens or the making of any Investments
(including the determination of whether an acquisition is a Permitted Acquisition) or Dispositions or the designation of any Subsidiary
as a Restricted Subsidiary or an Unrestricted Subsidiary or (B) other than in connection with the establishment of any Incremental
Revolving Facility or the incurrence of any Revolving Loans, determining compliance with representations and warranties or the occurrence
of any Default or Event of Default, in each case, in connection with any action being taken in connection with a Limited Condition Acquisition
(including any incurrence or assumption of Indebtedness and the use of proceeds thereof, the incurrence or assumption of any Liens, the
making of any Investments or Restricted Payments or the repayment of any Indebtedness for which an irrevocable notice of prepayment or
redemption is required), if the Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination
of whether any such action is permitted hereunder shall be deemed to be the date on which the definitive agreements for such Limited
Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving effect on a Pro Forma Basis to
the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence or
assumption of Indebtedness and the use of proceeds thereof, the incurrence or assumption of any Liens, the making of any Investments
or Restricted Payments or the repayment of any Indebtedness for which an irrevocable notice of prepayment or redemption is required)
as if they had occurred at the beginning of the most recently completed Measurement Period ending prior to the LCA Test Date, the Borrower
could have taken such action on the relevant LCA Test Date in compliance with such financial ratio or basket, such financial ratio or
basket shall be deemed to have been complied with. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then
in connection with any subsequent calculation of any financial ratio or basket availability on or following the relevant LCA Test Date
and prior to the earlier of (x) the date on which such Limited Condition Acquisition is consummated or (y) the date that the
definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition,
any such financial ratio or basket availability shall be calculated (and tested) (A) on a Pro Forma Basis assuming such Limited
Condition Acquisition and other transactions in connection therewith (including any incurrence or assumption of Indebtedness and the
use of proceeds thereof, the incurrence or assumption of any Liens, the making of any Investments or Restricted Payments or the repayment
of any Indebtedness for which an irrevocable notice of prepayment or redemption is required) have been consummated until such time as
the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has been terminated
and (B) solely with respect to the making of any Restricted Payments, on a standalone basis without giving effect to such Limited
Condition Acquisition and the other transactions in connection therewith.


 


(d)            For
purposes of determining the calculation in the definition of Secured Hedge Agreement, or determining compliance with Sections 6.01,
6.02, 6.03, 6.06 and 6.14, with respect to any grant of any Lien, the making of any Investment or Restricted
Payment, the incurrence of any Indebtedness or the prepayment, redemption, purchase, defeasement or satisfaction of Junior Indebtedness
(each, a “Covenant Transaction”) in reliance on a “basket” that makes reference to a percentage of Consolidated
EBITDA or Consolidated Total Assets, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in
the amount of Consolidated EBITDA or Consolidated Total Assets, as applicable, occurring after the time such Covenant Transaction is
incurred, granted or made in reliance on such provision.


 


(e)            For
purposes of calculating any “net” ratio test utilized in any debt incurrence test (including any amounts permitted to be
incurred pursuant to Section 2.20 and Section 6.03(s)), such ratio shall be calculated after giving effect to
any such incurrence on a pro forma basis, and, in each case, with respect to any revolving credit commitments being established utilizing
a debt incurrence test (including any Incremental Revolving Facility), assuming a borrowing of the maximum amount of such revolving credit
commitment (but for the avoidance of doubt, no other previously established revolving commitment), and such calculation shall be made
excluding the cash proceeds from such incurrence from the amount of cash and Cash Equivalents that may be netted in the calculation of
pro forma Total Net Leverage Ratio, pro forma First Lien Net Leverage Ratio or pro forma Secured Net Leverage Ratio, as applicable.


 






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Article II

The Credits


 


SECTION 2.01.     Commitments.
Subject to the terms and conditions set forth herein, (a) each Revolving Lender (severally and not jointly) agrees to make Revolving
Loans to the Borrower in Dollars from time to time during the Availability Period in an aggregate principal amount that will not result
(after giving effect to any application of proceeds of such Borrowing to any Swingline Loans outstanding pursuant to Section 2.10(a))
in (i) the amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving Commitment or (ii) the
Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments, and (b) each Term Lender with a Term Loan Commitment
(severally and not jointly) agrees to make a Term Loan to the Borrower in Dollars on the Effective Date, in an amount equal to such Lender’s
Term Loan Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.


 


SECTION 2.02.     Loans
and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the
same Class and Type made by the applicable Lenders ratably in accordance with their respective Commitments of the applicable Class.
The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure
to make Loans as required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05. The Term
Loans shall amortize as set forth in Section 2.10.


 


(b)            Subject
to Section 2.14, each Revolving Borrowing and Term Loan Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as
the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Loan
by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions
of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that
any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement
or result in any increased cost to the Borrower.


 


(c)             At
the commencement of each Interest Period for any Eurodollar Revolving Borrowing, such Borrowing shall be in an aggregate amount that
is an integral multiple of $500,000 and not less than $1,000,000. At the time that each ABR Revolving Borrowing is made, such Borrowing
shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Revolving
Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Revolving Commitments or that is
required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in
an amount that is an integral multiple of $500,000 and not less than $1,000,000. Borrowings of more than one Type and Class may
be outstanding at the same time; provided that there shall not at any time be more than a total of ten (10) Eurodollar Borrowings
outstanding.


 


(d)            Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing
if the Interest Period requested with respect thereto would end after the Maturity Date.


 






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SECTION 2.03.     Requests
for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by irrevocable written
notice (via a written Borrowing Request signed by a Responsible Officer of the Borrower) (a) in the case of a Eurodollar Borrowing,
not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing or (b) in
the case of an ABR Borrowing, not later than 11:00 a.m., New York City time on the date of the proposed Borrowing. Each such Borrowing
Request shall specify the following information in compliance with Section 2.02:


 


(i)                the
aggregate principal amount of the requested Borrowing;


 


(ii)               the
date of such Borrowing, which shall be a Business Day;


 


(iii)              whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing and whether such Borrowing is a Revolving Borrowing or a Term Loan
Borrowing;


 


(iv)              in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the
definition of the term “Interest Period”; and


 


(v)               the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.


 


If
no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of
one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


SECTION 2.04.     Intentionally
Omitted.


 


SECTION 2.05.     Swingline
Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender may agree, but shall have no obligation,
to make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period, in an aggregate principal amount
at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the
Swingline Sublimit, (ii) the Swingline Lender’s Revolving Credit Exposure exceeding its Revolving Commitment or (iii) the
Total Revolving Credit Exposure exceeding the aggregate Revolving Commitments; provided that the Swingline Lender shall not be
required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.


 


(b)            To
request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by irrevocable written notice (via a written
Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower), not later than
12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be in a form approved by the Administrative
Agent shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline
Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline
Lender shall make each Swingline Loan available to the Borrower by means of a credit to an account of the Borrower with the Administrative
Agent designated for such purpose (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided
in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of
such Swingline Loan.


 






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(c)             The
Swingline Lender may by written notice given to the Administrative Agent require the Revolving Lenders to acquire participations in all
or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving
Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender,
specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely
and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received
by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received
after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding
Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage
of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline
Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the
occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph
by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such
Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative
Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall
notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect
of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline
Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received
by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their
payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment
so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment
is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph
shall not relieve the Borrower of any default in the payment thereof.


 


(d)            The
Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline
Lender and the successor Swingline Lender. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the
Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the
account of the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement,
(i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement
with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed
to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context
shall require. After the replacement of a Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall
continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it
prior to its replacement, but shall not be required to make additional Swingline Loans.


 


(e)             Subject
to the appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as a Swingline Lender at any time
upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the Revolving Lenders, in which case,
such Swingline Lender shall be replaced in accordance with Section 2.05(d) above.


 






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SECTION 2.06.     Letters
of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of
Letters of Credit denominated in Dollars as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a
form reasonably acceptable to the Administrative Agent and the relevant Issuing Bank, at any time and from time to time during the Availability
Period. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Effective Date, shall
be governed by the terms and conditions hereof.


 


(b)            Notice
of Issuance, Amendment, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment or extension
of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements
for doing so have been approved by the relevant Issuing Bank) to an Issuing Bank and the Administrative Agent (reasonably in advance
of the requested date of issuance, amendment or extension, but in any event no less than three (3) Business Days) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance,
amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with
clause (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such
other information as shall be necessary to prepare, amend or extend such Letter of Credit. In addition, as a condition to any such Letter
of Credit issuance, the Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance
of letters of credit and/or shall submit a letter of credit application, in each case, as required by the relevant Issuing Bank and using
the relevant Issuing Bank’s standard form (each, a “Letter of Credit Agreement”). In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions
of this Agreement shall control. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension
of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment
or extension (i) the amount of the LC Exposure shall not exceed $25,000,000, (ii) the sum of (x) the aggregate undrawn
amount of all outstanding Letters of Credit issued by any Issuing Bank at such time plus (y) the aggregate amount of all
LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrower at such time (such sum for
any Issuing Bank at any time of determination, its “Outstanding LC Amount”) shall not exceed such Issuing Bank’s
Letter of Credit Commitment (provided that, notwithstanding this clause (ii) but at all times subject to the immediately preceding
clause (i) and the immediately succeeding clauses (iii) and (iv), an Issuing Bank may, in its sole discretion, agree to issue,
amend or extend a Letter of Credit if such issuance, amendment or extension would cause such Issuing Bank’s Outstanding LC Amount
to exceed its Letter of Credit Commitment), (iii) the Total Revolving Credit Exposure shall not exceed the aggregate Revolving Commitments
and (iv) each Lender’s Revolving Credit Exposure shall not exceed such Lender’s Revolving Commitment. The Borrower may,
at any time and from time to time, reduce the Letter of Credit Commitment of any Issuing Bank with the consent of such Issuing Bank;
provided that the Borrower shall not reduce the Letter of Credit Commitment of any Issuing Bank if, after giving effect of such
reduction, the conditions set forth in the immediately preceding clauses (i) through (iv) shall not be satisfied.


 


No
Issuing Bank shall be under any 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 such Issuing Bank
from issuing such Letter of Credit, or any law applicable to such Issuing Bank shall prohibit, or require that such Issuing Bank refrain
from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with
respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated
hereunder) not in effect on the Effective Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense that was
not applicable on the Effective Date and that such Issuing Bank in good faith deems material to it; or


 






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(ii)               the
issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally.


 


(c)             Expiration
Date. Each Letter of Credit shall expire (or be subject to termination by notice from the relevant Issuing Bank to the beneficiary
thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter
of Credit (or, in the case of any extension of the expiration date thereof, one year after such extension) and (ii) the date that
is five (5) Business Days prior to the Maturity Date; provided that any Letter of Credit with a one-year tenor may contain
customary automatic extension provisions agreed upon by the Borrower and the relevant Issuing Bank that provide for the extension thereof
for additional one-year periods (which shall in no event extend beyond the date referenced in clause (ii) above), subject to a right
on the part of the relevant Issuing Bank to prevent any such extension from occurring by giving notice to the beneficiary in advance
of any such extension. Notwithstanding the foregoing, any Letter of Credit may expire no later than one year after the Maturity Date
so long as the Borrower cash collateralizes an amount equal to 105% of the face amount of such Letter of Credit, concurrently with the
issuance of such a Letter of Credit having an expiry date later than the Maturity Date (or, as applicable, concurrently with any amendment
or extension of such a Letter of Credit that results in such Letter of Credit having an expiry date later than the Maturity Date), in
the manner described in Section 2.06(j) and otherwise on terms and conditions reasonably acceptable to the relevant Issuing
Bank and the Administrative Agent.


 


(d)            Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action
on the part of any Issuing Bank or the Revolving Lenders, each Issuing Bank hereby grants to each Revolving Lender, and each Revolving
Lender hereby acquires from each Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage
of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each
Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the relevant Issuing
Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower
on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the
Borrower for any reason, including after the Maturity Date. Each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this
paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including
any amendment or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the
Commitments.


 


(e)             Reimbursement.
If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent in Dollars the amount equal to such LC Disbursement, calculated as of the date such Issuing Bank
made such LC Disbursement not later than 12:00 noon, New York City time, on the Business Day immediately following the Business Day that
the Borrower shall have received notice of such LC Disbursement; provided that, if such LC Disbursement is not less than $1,000,000,
the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that
such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an equivalent amount of such LC Disbursement and, to the
extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving
Borrowing or Swingline Loan, as applicable. If the Borrower fails to make such payment when due, the Administrative Agent shall notify
each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof (the “Unreimbursed
Amount”) and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender
shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided
in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Bank the amounts so received
by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to
this paragraph, the Administrative Agent shall distribute such payment to the relevant Issuing Bank or, to the extent that Revolving
Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their
interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement
(other than the funding of Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve
the Borrower of its obligation to reimburse such LC Disbursement.


 






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(f)             Obligations
Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any
and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter
of Credit Agreement or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under
a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in
any respect, (iii) any payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that
does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar
to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide
a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Revolving Lenders nor any
Issuing Bank, nor any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery
of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the
control of the relevant Issuing Bank; provided that the foregoing shall not be construed to excuse any Issuing Bank from liability
to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect
of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such
Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit
comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the
part of any Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised
care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit,
each Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such
documents are not in strict compliance with the terms of such Letter of Credit.


 


(g)             Disbursement
Procedures. Each Issuing Bank shall, within the time allowed by applicable law or the specific terms of the Letter of Credit following
its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall
promptly after such examination notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy or electronic mail)
of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any
failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the
Revolving Lenders with respect to any such LC Disbursement.


 






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(h)             Interim
Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full
within one (1) Business Day of the date on which such LC Disbursement is made, the unpaid amount thereof shall bear interest, for
each day from and including the date such LC Disbursement is made to but excluding the date that the reimbursement is due and payable,
at the rate per annum then applicable to ABR Revolving Loans and such interest shall be due and payable on the date when such reimbursement
is payable; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such
Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of
this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.


 


(i)              Replacement
and Resignation of an Issuing Bank. (A) Any Issuing Bank may be replaced at any time by written agreement among the Borrower,
the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving
Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay
all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date
of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank”
shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and
shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then
outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit or extend or
otherwise amend any existing Letter of Credit.


 


(B)            Subject
to the appointment and acceptance of a successor Issuing Bank, any Issuing Bank may resign as an Issuing Bank at any time upon thirty
days’ prior written notice to the Administrative Agent, the Borrower and the Revolving Lenders, in which case, such resigning Issuing
Bank shall be replaced in accordance with Section 2.06(i)(A) above.


 


(j)              Cash
Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from
the Administrative Agent or the Required Revolving Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders
with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph,
the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of
the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the amount of the LC Exposure
as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall
become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to the Borrower described in Section 7.01(f). The Borrower also shall deposit
cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative
Agent as collateral for the payment and performance of the Obligations. In addition, and without limiting the foregoing or Section 2.06(c),
if any LC Exposure remains outstanding after the expiration date specified in Section 2.06(c)(ii), the Borrower shall immediately
deposit into the LC Collateral Account an amount in cash equal to 105% of the amount of such LC Exposure as of such date plus
any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive
right of withdrawal, over such account and the Borrower hereby grants the Administrative Agent a security interest in the LC Collateral
Account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion
of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits,
if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the relevant Issuing Bank for LC Disbursements for which it has not been reimbursed, together with related fees, costs and
customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations
of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of
Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations.
If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such
amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events
of Default have been cured or waived.


 






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(k)           Letters
of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any
obligations of, or is for the account of, a Restricted Subsidiary, or states that a Restricted Subsidiary is the “account party,”
 “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without
derogating from any rights of the relevant Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Restricted
Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the relevant Issuing
Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been
issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available
to it as a guarantor or surety of any or all of the obligations of such Restricted Subsidiary in respect of such Letter of Credit. The
Borrower hereby acknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit of the Borrower,
and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.


 


(l)            Issuing
Bank Agreements. Each Issuing Bank agrees that, unless otherwise requested by the Administrative Agent, such Issuing Bank shall report
in writing to the Administrative Agent (i) on or prior to each Business Day on which such Issuing Bank expects to issue, amend or
extend any Letter of Credit, the date of such issuance, amendment or extension, and the aggregate face amount of the Letters of Credit
to be issued, amended or extended by it and outstanding after giving effect to such issuance, amendment or extension occurred (and whether
the amount thereof changed), (ii) on each Business Day on which such Issuing Bank pays any amount in respect of one or more drawings
under Letters of Credit, the date of such payment(s) and the amount of such payment(s), (iii) on any Business Day on which
the Borrower fails to reimburse any amount required to be reimbursed to such Issuing Bank on such day, the date of such failure and the
amount and currency of such payment in respect of Letters of Credit and (iv) on any other Business Day, such other information as
the Administrative Agent shall reasonably request.


 


SECTION 2.07.     Funding
of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof solely by wire transfer
of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated
by it for such purpose by notice to the Lenders; provided that (i) Term Loans shall be made as provided in Section 2.01(b) and
(ii) Swingline Loans shall be made as provided in Section 2.05. Except in respect of the provisions of this Agreement covering
the reimbursement of Letters of Credit, the Administrative Agent will make such Loans available to the Borrower by promptly crediting
the funds so received in the aforesaid account of the Administrative Agent to an account of the Borrower designated by the Borrower in
the applicable Borrowing Request; provided that Revolving Loans made to finance the reimbursement of an LC Disbursement as provided
in Section 2.06(e) shall be remitted by the Administrative Agent to the relevant Issuing Bank.


 






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(b)           Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing (or in the case of an ABR
Borrowing, prior to 12:00 noon, New York City time, on the date of such Borrowing) that such Lender will not make available to the Administrative
Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available
to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith
on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to
the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of
the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.


 


SECTION 2.08.     Interest
Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case
of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may
elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect
Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions
of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising
such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply
to Swingline Borrowings, which may not be converted or continued.


 


(b)           To
make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election (by irrevocable written
notice via an Interest Election Request signed by a Responsible Officer of the Borrower) by the time that a Borrowing Request would be
required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the
effective date of such election. Notwithstanding any contrary provision herein, this Section shall not be construed to permit the
Borrower to (i) elect an Interest Period for Eurodollar Loans that does not comply with Section 2.02(d) or (ii) convert
any Borrowing to a Borrowing of a Type not available under such Borrowing.


 


(c)           Each
Interest Election Request shall specify the following information in compliance with Section 2.02:


 


(i)            the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to
clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 


(ii)           the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 






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(iii)          whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


 


(iv)          if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which Interest Period shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests
a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period
of one month’s duration.


 


(d)           Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such
Lender’s portion of each resulting Borrowing.


 


(e)           If
the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing
and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default
is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid,
each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.


 


SECTION 2.09.     Termination
and Reduction of Commitments. (a) Unless previously terminated, (i) any unfunded Term Loan Commitments shall terminate
on the Effective Date after the funding of Term Loans on such date and (ii) all other Commitments shall terminate on the Maturity
Date.


 


(b)           The
Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction
of the Revolving Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $5,000,000 and (ii) the
Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in
accordance with Section 2.11, (A) the amount of any Revolving Lender’s Revolving Credit Exposure would exceed its Revolving
Commitment or (B) the Total Revolving Credit Exposure would exceed the aggregate Revolving Commitments.


 


(c)           The
Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of
this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders
of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that
a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness
of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction
of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their
respective Commitments.


 






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SECTION 2.10.     Repayment
and Amortization of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative
Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date and (ii) to
the Administrative Agent for the account of the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier
of the Maturity Date and the tenth (10th) Business Day after such Swingline Loan is made; provided that on each date
that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such Borrowing
shall be applied by the Administrative Agent to repay any Swingline Loans outstanding. The Borrower shall repay Term Loans on each date
set forth below in the aggregate principal amount set forth opposite such date (as adjusted from time to time pursuant to Section 2.11(a) and
Section 2.11(e)):


 


	Date	 	Amount	 
	March 31, 2022	 	$	2,187,500	 
	June 30, 2022	 	$	2,187,500	 
	September 30, 2022	 	$	2,187,500	 
	December 31, 2022	 	$	2,187,500	 
	 	 	 	 	 
	March 31, 2023	 	$	4,375,000	 
	June 30, 2023	 	$	4,375,000	 
	September 30, 2023	 	$	4,375,000	 
	December 31, 2023	 	$	4,375,000	 
	 	 	 	 	 
	March 31, 2024	 	$	4,375,000	 
	June 30, 2024	 	$	4,375,000	 
	September 30, 2024	 	$	4,375,000	 
	December 31, 2024	 	$	4,375,000	 
	 	 	 	 	 
	March 31, 2025	 	$	6,562,500	 
	June 30, 2025	 	$	6,562,500	 
	September 30, 2025	 	$	6,562,500	 
	December 31, 2025	 	$	6,562,500	 
	 	 	 	 	 
	March 31, 2026 and the last day of each calendar quarter
    ending thereafter	 	$	8,750,000	 




 


To the extent not previously repaid, all unpaid
Term Loans shall be paid in full in Dollars by the Borrower on the Maturity Date.


 


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


 


(c)           The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and
Type thereof and the Interest Period 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 hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof.


 


(d)          The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the Obligations (including, without
limitation, the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement).


 






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(e)           Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns)
in the form attached hereto as Exhibit H-1 or Exhibit H-2, as applicable, or otherwise as approved by the Administrative
Agent (such notes, collectively, the “Notes”). Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes
in such form.


 


SECTION 2.11.     Prepayment
of Loans.


 


(a)           The
Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without penalty or premium
(other than break funding payments required by Section 2.16) subject to prior notice in accordance with the provisions of this Section 2.11(a).
The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written
notice of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New
York City time, three (3) Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing,
not later than 11:00 a.m., New York City time, one (1) Business Day before the date of prepayment or (iii) in the case
of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided
that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated
by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09.
Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing
of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving
Loans included in the prepaid Revolving Borrowing and each voluntary prepayment of a Term Loan Borrowing shall be applied ratably to
the Term Loans included in the prepaid Term Loan Borrowing in such order of application as directed by the Borrower, and each mandatory
prepayment of a Term Loan Borrowing shall be applied in accordance with Section 2.11(e). Prepayments shall be accompanied by (i) accrued
interest to the extent required by Section 2.13 and (ii) any break funding payments required by Section 2.16.


 


(b)           If
at any time the Total Revolving Credit Exposures exceed the aggregate Revolving Commitments, the Borrower shall immediately repay Borrowings
or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an
aggregate principal amount sufficient to cause the aggregate principal amount of the Total Revolving Credit Exposures to be less than
or equal to the aggregate Revolving Commitments.


 


(c)           In
the event and on each occasion that any Net Cash Proceeds are received by or on behalf of the Borrower or any of its Restricted Subsidiaries
in respect of any Prepayment Event, the Borrower shall, within five (5) Business Days after such Net Cash Proceeds are received,
prepay the Obligations as set forth in Section 2.11(e) below in an aggregate amount equal to 100% of such Net Cash Proceeds;
provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment
Event”, such required prepayment shall only be required to be made for amounts in excess of $25,000,000 per Fiscal Year; provided,
further, that so long as no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent the
Borrower reinvests such Net Cash Proceeds in assets of a kind then used or usable in the business of the Borrower and its Restricted
Subsidiaries within 450 days after the date of receipt of such Net Cash Proceeds, or enters into a binding commitment thereof within
said 450-day period and subsequently makes such reinvestment within 180 days after the end of such 450-day period; provided that
the Borrower notifies the Administrative Agent within five (5) Business Days following receipt by the Borrower or any of its Restricted
Subsidiaries of such Net Cash Proceeds of the Borrower’s intent to reinvest such Net Cash Proceeds.


 






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(d)          All
such amounts pursuant to Section 2.11(c) shall be applied to prepay the Term Loans in the direct order of maturity.


 


(e)           Except
as otherwise contemplated by this Agreement or provided in, or intended with respect to, any Incremental Amendment (provided,
that such Incremental Amendment may not, without the consent of the requisite Lenders in accordance with Section 9.02, provide that
the applicable Class of Term Loans receive a greater than pro rata portion of mandatory prepayments of Term Loans pursuant to Section 2.11(c) than
would otherwise be permitted by this Agreement), in each case effectuated or issued in a manner consistent with this Agreement, each
prepayment of Term Loans pursuant to Section 2.11(c) shall be allocated ratably to the Term Loans and Incremental Term Loans
(if any) then outstanding.


 


SECTION 2.12.     Fees.
(a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee, which shall
accrue at the “Commitment Fee Rate” specified in the definition of Applicable Rate on the average daily amount of
the Available Revolving Commitment of such Lender during the period from and including the Effective Date to but excluding the date on
which such Revolving Commitment terminates. Commitment fees accrued through and including the last day of March, June, September and
December of each year shall be payable in arrears on the fifteenth (15th) day following such last day and on the date on which the
Revolving Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment
fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. All commitment fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day and the last
day of each period but excluding the date on which the Revolving Commitments terminate).


 


(b)           The
Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect
to its participations in each outstanding Letter of Credit, which shall accrue on the daily maximum stated amount then available to be
drawn under such Letter of Credit at the same Applicable Rate used to determine the interest rate applicable to Eurodollar Revolving
Loans, during the period from and including the Effective Date to but excluding the later of the date on which such Revolving Lender’s
Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for
its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the daily maximum stated amount then available
to be drawn under such outstanding Letter of Credit, during the period from and including the Effective Date to but excluding the later
of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing
Bank’s standard fees with respect to the issuance, amendment or extension of any Letter of Credit and other processing fees, and
other standard costs and charges, of such Issuing Bank relating to the Letters of Credit as from time to time in effect. Participation
fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall
be payable on the fifteenth (15th) day following such last day, commencing on the first such date to occur after the date hereof; provided
that all such fees shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the
date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this
paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the
last day).


 






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(c)           The
Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed
upon between the Borrower and the Administrative Agent.


 


(d)           All
fees payable hereunder shall be paid on the dates due, in Dollars and immediately available funds, to the Administrative Agent (or to
the relevant Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees,
to the applicable Lenders. Fees paid shall not be refundable under any circumstances.


 


SECTION 2.13.     Interest.
(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus
the Applicable Rate.


 


(b)           The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable Rate.


 


(c)           Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when
due, whether at stated maturity, upon acceleration or otherwise, unless waived by the Required Lenders pursuant to Section 9.02,
such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or
(ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.


 


(d)           Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this
Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of
an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall
be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to
the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.


 


(e)           All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days
(or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but
excluding the last day). All interest hereunder on any Loan shall be computed on a daily basis based upon the outstanding principal amount
of such Loan as of the applicable date of determination. The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be
determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.


 


SECTION 2.14.     Alternate
Rate of Interest.


 


(a)           Subject
to clauses (b), (c), (d), (e), (f) and (g) of this Section 2.14, if prior to the commencement of any Interest Period for
a Eurodollar Borrowing:


 


(i)            the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable
means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, by means of
a LIBO Interpolated Rate or because the LIBO Screen Rate is not available or published on a current basis), for such Interest Period;
provided that no Benchmark Transition Event shall have occurred at such time; or


 






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(ii)            the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing
for such Interest Period;


 


then the Administrative Agent shall give notice
thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any
Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing
shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.


 


(b)           Notwithstanding
anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event, an Early Opt-in Election or an Other
Benchmark Rate Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect
of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or
(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will
replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark
settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and
(y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement”
for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any
Loan Document in respect of any Benchmark setting at or after 5:00 p.m., New York City time, on the fifth (5th) Business Day
after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent
of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time,
written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.


 


(c)           Notwithstanding
anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition
Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any
Loan Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or
consent of any other party to, this Agreement or any other Loan Document; provided that, this clause (c) shall not be effective
unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative
Agent shall not be required to deliver a Term SOFR Notice after the occurrence of a Term SOFR Transition Event and may do so in its sole
discretion.


 


(d)           In
connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments
implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party
to this Agreement or any other Loan Document.


 






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(e)           The
Administrative Agent will promptly notify the Borrower and the Lenders of (i) any occurrence of a Benchmark Transition Event, an
Early Opt-in Election or an Other Benchmark Rate Election, as applicable, (ii) the implementation of any Benchmark Replacement,
(iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of
a Benchmark pursuant to clause (f) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any
determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders)
pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and
binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement
or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.14.


 


(f)            Notwithstanding
anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark
Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the LIBO Rate) and either (A) any tenor
for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by
the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has
provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative,
then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such
time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above
either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is
not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark
Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at
or after such time to reinstate such previously removed tenor.


 


(g)           Upon
the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request
for a Eurodollar Borrowing of, conversion to or continuation of Eurodollar Loans to be made, converted or continued during any Benchmark
Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing
of or conversion to ABR Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark
is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of ABR.


 


SECTION 2.15.     Increased
Costs. (a) If any Change in Law shall:


 


(i)            impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement,
insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except
any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank;


 


(ii)            impose
on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting this
Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or


 


(iii)           subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the
definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto;


 






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and the result of any of the foregoing shall
be to increase the cost to such Lender or such other Recipient of making, continuing, converting or maintaining any Loan (or of maintaining
its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or such other Recipient of participating
in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, such Issuing
Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender, such
Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing
Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered, as reasonably determined
by the Administrative Agent, such Lender or such Issuing Bank (which determination shall be made in good faith (and not on an arbitrary
or capricious basis) and generally consistent with similarly situated customers of the Administrative Agent, such Lender or such Issuing
Bank, as applicable, under agreements having provisions similar to this Section 2.15, after consideration of such factors as the
Administrative Agent, such Lender or such Issuing Bank, as applicable, then reasonably determines to be relevant).


 


(b)           If
any Lender or such Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect
of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or
such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters
of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which
such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such
Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s
or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will
pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such
Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered as reasonably determined
by the Administrative Agent, such Lender or such Issuing Bank (which determination shall be made in good faith (and not on an arbitrary
or capricious basis) and generally consistent with similarly situated customers of the Administrative Agent, such Lender or such Issuing
Bank, as applicable, under agreements having provisions similar to this Section 2.15, after consideration of such factors as the
Administrative Agent, such Lender or such Issuing Bank, as applicable, then reasonably determines to be relevant).


 


(c)           A
certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank
or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may
be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


(d)           Failure
or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be
required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more
than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Change in
Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation
therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive,
then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.


 






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SECTION 2.16.     Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11),
(b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure
to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.11(a) and is revoked in accordance therewith) or (d) the assignment
of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.19 or 9.02(e), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to
be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event
not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount
for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in
Dollars of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount
or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after
receipt thereof.


 


SECTION 2.17.     Taxes.
(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document
shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined
in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment
by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely
pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is
an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or
withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17)
the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b)           Payment
of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable
law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.


 


(c)           Evidence
of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17,
such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.


 


(d)           Indemnification
by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor,
for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under
this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender
(with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive
absent manifest error.


 






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(e)           Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any
Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable
to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative
Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes
the Administrative Agent to setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise
payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this
paragraph (e).


 


(f)            Status
of Lenders. (i)     Any Lender that is entitled to an exemption from or reduction of withholding Tax
with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times
reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested
by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.
In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative
Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such
documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or
would materially prejudice the legal or commercial position of such Lender.


 


(ii)            Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person:


 


(A)          any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), an executed copy of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B)           any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following
is applicable:


 


(1)            in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and
(y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits”
or “other income” article of such tax treaty;


 






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(2)            in
the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed copy
of IRS Form W-8ECI;


 


(3)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,
(x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E;
or


 


(4)            to
the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2
or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio
interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4
on behalf of each such direct and indirect partner;


 


(C)           any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other
form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,
together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent
to determine the withholding or deduction required to be made; and


 


(D)           if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law
and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested
by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations
under FATCA and to determine that such Lender has 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 clause (D), “FATCA” shall include any amendments made
to FATCA after the date of this Agreement.


 






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Each Lender agrees that if
any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form
or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.


 


(g)           Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant
to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including
Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount
paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to
the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party
pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position
than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This
paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating
to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(h)           Survival.
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or
discharge of all obligations under any Loan Document.


 


(i)            Defined
Terms. For purposes of this Section 2.17, the term “Lender” includes the Issuing Banks and the term “applicable
law” includes FATCA.


 


SECTION 2.18.     Payments
Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Setoffs.


 


(a)           The
Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 12:00 noon, New York City time
on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff, recoupment or counterclaim.
Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative
Agent at its offices at 10 South Dearborn Street, Chicago, Illinois 60603, except payments to be made directly to an Issuing Bank
or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall
be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under this Agreement shall
be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be
made in Dollars.


 






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(b)           At
any time that payments are not required to be applied in the manner required by Section 7.03, if at any time insufficient funds
are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest
and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second,
towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of principal and unreimbursed LC Disbursements then due to such parties.


 


(c)           At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses
(including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under
the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower pursuant
to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower
maintained with the Administrative Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing
for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the
Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans) and that all such Borrowings
shall be deemed to have been requested pursuant to Section 2.03 or 2.05, as applicable and (ii) the Administrative Agent to
charge any deposit account of the Borrower maintained with the Administrative Agent for each payment of principal, interest and fees
as it becomes due hereunder or any other amount due under the Loan Documents.


 


(d)           If,
except as expressly provided herein, any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment
in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and
Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the Lender receiving
such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and
Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders
ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in
LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of
the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of
such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by
the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any
assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph
shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim
with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.


 


(e)           Unless
the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the account
of the relevant Lenders or the relevant Issuing Bank pursuant to the terms of this Agreement or any other Loan Document (including any
date that is fixed for prepayment by notice from the Borrower to the Administrative Agent pursuant to Section 2.11(a)), notice from
the Borrower that the Borrower will not make such payment or prepayment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the relevant Lenders or the
Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the
relevant Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand
the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount
is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 






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SECTION 2.19.     Mitigation
Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking
its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17,
as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection
with any such designation or assignment.


 


(b)           If
(i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any Indemnified Taxes or
additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any
Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and
obligations under this Agreement and the other Loan Documents to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written
consent of the Administrative Agent (and if a Revolving Commitment is being assigned, the Issuing Banks and the Swingline Lender), which
consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal
of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower
(in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15
or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments.
A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees
that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by
the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption
by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and
(ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall
be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment,
the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably
requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.


 






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SECTION 2.20.     Incremental
Facilities.


 


(a)           The
Borrower may, at any time, on one or more occasions on or after the Effective Date pursuant to an Incremental Amendment (i) add
one or more new Classes of term facilities and/or increase the principal amount of the Term Loans of any existing Class by requesting
new commitments to provide such Term Loans (any such new Class or increase, an “Incremental Term Facility” and
any loan made pursuant to any Incremental Term Facility, “Incremental Term Loans”) and/or (ii) increase the aggregate
amount of the Revolving Commitments (an “Incremental Revolving Facility” and, together with any Incremental Term Facility,
 “Incremental Facilities”; and the loans thereunder, “Incremental Revolving Loans” and any Incremental
Revolving Loans, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate principal amount not
to exceed the Incremental Available Amount; provided that:


 


(i)            no
Incremental Term Facility may be in an amount that is less than $5,000,000 (or such lesser amount to which the Administrative Agent may
reasonably agree),


 


(ii)           except
as the Borrower and any Lender may separately agree, no Lender shall be obligated to provide any Incremental Commitment, and the determination
to provide any Incremental Commitment shall be within the sole and absolute discretion of such Lender,


 


(iii)          no
Incremental Facility or Incremental Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing
Lender other than in its capacity, if any, as a lender providing all or part of any Incremental Commitment or Incremental Loan,


 


(iv)          except
as otherwise permitted herein the terms of any Incremental Term Facility, if not substantially consistent with those applicable to any
then-existing Term Loans, must be reasonably acceptable to the Administrative Agent,


 


(v)           each
Incremental Revolving Facility shall have the same terms, other than upfront fees, as the Revolving Facility,


 


(vi)          the
final maturity date with respect to any Class of Incremental Term Loans shall be no earlier than the Maturity Date,


 


(vii)         the
Weighted Average Life to Maturity of any Incremental Term Facility shall be no shorter than the remaining Weighted Average Life to Maturity
of any then-existing tranche of Term Loans (without giving effect to any prepayment thereof),


 


(viii)        subject
to clauses (vi) and (vii) above, any Incremental Term Facility may otherwise have an amortization schedule as determined by
the Borrower and the lenders providing such Incremental Term Facility,


 


(ix)           subject
to clause (v) above, the pricing (including interest rate and fees) of any Incremental Facility shall be determined by the Borrower
and the arrangers and/or lenders providing such Incremental Facility,


 


(x)            (A) each
Incremental Term Facility or Incremental Revolving Facility shall rank pari passu with the Term Loans and Revolving Loans in right
of payment and security and (B) no Incremental Facility may be (x) guaranteed by any Person which is not a Loan Party or (y) secured
by any assets other than the Collateral,


 






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(xi)           (A) subject
to Section 1.12, no Default or Event of Default shall exist immediately prior to or after giving effect to such Incremental Facility,
and (B) the representations and warranties of the Loan Parties (or, if agreed to by the lenders thereof, customary “SunGard”
representations and warranties) set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects
(or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date such Incremental Facility becomes
effective with the same effect as though such representations and warranties had been made on and as of such date; provided that
to the extent that any representation and warranty specifically refers to a given date or period, it shall be true and correct in all
material respects as of such date or for such period;


 


(xii)          any
Incremental Term Facility shall participate (A) in any voluntary prepayment of Term Loans as set forth in Section 2.11(a) and
(B) in any mandatory prepayment of Term Loans as set forth in Section 2.11(b) and (c), in each case, to the extent
provided in such Sections,


 


(xiii)         the
proceeds of any Incremental Facility may be used for working capital and/or purchase price adjustments and other general corporate purposes
and any other use not prohibited by this Agreement, and


 


(xiv)        on
the date of the Borrowing of any Incremental Term Loans that will be of the same Class as any then-existing Class of Term Loans,
and notwithstanding anything to the contrary set forth in Sections 2.08 or 2.13, such Incremental Term Loans shall be added
to (and constitute a part of, be of the same Type as and, at the election of the Borrower, have the same Interest Period as) each Borrowing
of outstanding Term Loans of such Class on a pro rata basis (based on the relative sizes of such Borrowings), so that each Term
Lender providing such Incremental Term Loans will participate proportionately in each then-outstanding Borrowing of Term Loans of such
Class; it being acknowledged that the application of this clause (a)(xiv) may result in new Incremental Term Loans having
an Interest Period (the duration of which may be less than one month) that begins during an Interest Period then applicable to outstanding
Eurocurrency Loans of the relevant Class and which ends on the last day of such Interest Period.


 


(b)           Incremental
Commitments may be provided by any existing Lender, or by any other eligible assignee (any such other lender being called an “Incremental
Lender”); provided that the Administrative Agent (and, in the case of any Incremental Revolving Facility, the Swingline
Lender and any Issuing Bank) shall have a right to consent (such consent not to be unreasonably withheld or delayed) to the relevant
Incremental Lender’s provision of Incremental Commitments if such consent would be required under Section 9.04 for
an assignment of Loans to such Incremental Lender, mutatis mutandis, to the same extent as if the relevant Incremental Commitments and
related Obligations had been acquired by such Lender by way of assignment.


 


(c)           Each
Lender or Incremental Lender providing a portion of any Incremental Commitment shall execute and deliver to the Administrative Agent
and the Borrower all such documentation (including the relevant Incremental Amendment) as may be reasonably required by the Administrative
Agent to evidence and effectuate such Incremental Commitment. On the effective date of such Incremental Commitment, each Incremental
Lender shall become a Lender for all purposes in connection with this Agreement.


 


(d)           As
conditions precedent to the effectiveness of any Incremental Facility or the making of any Incremental Loans, (i) upon its request,
the Administrative Agent shall be entitled to receive customary written opinions of counsel, as well as such reaffirmation agreements,
supplements and/or amendments as it shall reasonably require, (ii) the Administrative Agent shall be entitled to receive, from each
Incremental Lender, an Administrative Questionnaire and such other documents as it shall reasonably require from such Incremental Lender,
(iii) the Administrative Agent, on behalf of the Incremental Lenders, or the Incremental Lenders, as applicable, shall have received
the amount of any fees payable to the Incremental Lenders in respect of such Incremental Facility or Incremental Loans, (iv) subject
to Section 2.20(h), the Administrative Agent shall have received a Borrowing Request as if the relevant Incremental Loans
were subject to Section 2.03 or another written request the form of which is reasonably acceptable to the Administrative
Agent (it being understood and agreed that the requirement to deliver a Borrowing Request shall not result in the imposition of any additional
condition precedent to the availability of the relevant Incremental Loans) and (v) the Administrative Agent shall be entitled to
receive a certificate of the Borrower signed by a Financial Officer thereof (A) certifying and attaching a copy of the resolutions
adopted by the governing body of the Borrower and (B) to the extent applicable, certifying that the condition set forth in clause
(a)(xi) above has been satisfied.


 






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(e)           Upon
the implementation of any Incremental Revolving Facility pursuant to this Section 2.20:


 


(i)            each
Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each relevant
Incremental Revolving Facility Lender, and each relevant Incremental Revolving Facility Lender will automatically and without further
act be deemed to have assumed a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and
Swingline Loans such that, after giving effect to each deemed assignment and assumption of participations, all of the Revolving Lenders’
(including each Incremental Revolving Facility Lender) (A) participations hereunder in Letters of Credit and (B) participations
hereunder in Swingline Loans shall be held on a pro rata basis on the basis of their respective Revolving Commitments (after giving effect
to any increase in the Revolving Commitment pursuant to this Section 2.20); and


 


(ii)           the
existing Revolving Lenders shall assign Revolving Loans to certain other Revolving Lenders (including the Revolving Lenders providing
the relevant Incremental Revolving Facility), and such other Revolving Lenders (including the Revolving Lenders providing the relevant
Incremental Revolving Facility) shall purchase such Revolving Loans, in each case to the extent necessary so that all of the Revolving
Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Commitments
(after giving effect to any increase in the Revolving Commitment pursuant to this Section 2.20); it being understood and agreed
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 this clause (ii).


 


(f)            On
the date of effectiveness of any Incremental Revolving Facility, the maximum amount of LC Exposure and/or Swingline Loans, as applicable,
permitted hereunder shall increase by an amount, if any, agreed upon by the Borrower, the Administrative Agent and the relevant Issuing
Bank and/or the Swingline Lender, as applicable.


 


(g)           The
Lenders hereby irrevocably authorize the Administrative Agent to enter into any Incremental Amendment and/or any amendment to any other
Loan Document as may be necessary in order to establish new Classes or sub-Classes in respect of Loans or commitments pursuant to this
Section 2.20, such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent
and the Borrower in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this
Section 2.20 and such other amendments as are described in Section 9.02.


 






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(h)           Notwithstanding
anything to the contrary in this Section 2.20 or in any other provision of any Loan Document, if the proceeds of any Incremental
Facility are intended to be applied to finance a Permitted Acquisition or other similar Investment and the lenders providing such Incremental
Facility so agree, the availability thereof shall be subject to customary “SunGard” or “certain funds” conditionality.


 


(i)            This
Section 2.20 shall supersede any provision in Section 9.02 to the contrary.


 


SECTION 2.21.     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 2.12(a);


 


(b)           any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Section 7.03 or otherwise) or received by the Administrative Agent from
a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent
as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second,
to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or the Swingline Lender hereunder;
third, to cash collateralize LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth,
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 such Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,
if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy
such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize
future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance
with this Section; sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result
of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document;
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 such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement or under any other Loan Document; and eighth, to such Defaulting Lender
or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal
amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such
Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied
or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro
rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time
as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s
LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below.
Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a
Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting
Lender, and each Lender irrevocably consents hereto;


 






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(c)           the
Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders
or the Required Revolving Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other
modification pursuant to Section 9.02); provided, further, that any amendment, waiver or other modification requiring
the consent of all Lenders or all Lenders directly affected thereby shall not, except as otherwise provided in Section 9.02, require
the consent of such Defaulting Lender in accordance with the terms hereof;


 


(d)           if
any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)            all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than, in the case of a Defaulting Lender that
is the Swingline Lender, the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall
be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that
such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Credit Exposure to exceed
its Revolving Commitment;


 


(ii)            if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business
Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash
collateralize for the benefit of the relevant Issuing Bank only the Borrower’s obligations corresponding to such Defaulting Lender’s
LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures
set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;


 


(iii)          if
the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the
Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting
Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)          if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’
Applicable Percentages; and


 


(v)           if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or
(ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit
fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to relevant
Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 


(e)           so
long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Banks
shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting
Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash
collateral will be provided by the Borrower in accordance with Section 2.21(d), and Swingline Exposure related to any such newly
made Swingline Loan or LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting
Lenders in a manner consistent with Section 2.21(d)(i) (and such Defaulting Lender shall not participate therein).


 






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If (i) a Bankruptcy Event
or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue
or (ii) the Swingline Lender or any Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations
under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund
any Swingline Loan and such Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline
Lender or such Issuing Bank, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory
to the Swingline Lender or the Issuing Banks, as the case may be, to defease any risk to it in respect of such Lender hereunder.


 


In the event that the Administrative
Agent, the Borrower, the Swingline Lender and the Issuing Banks each agrees that a Defaulting Lender has adequately remedied all matters
that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to
reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other
Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such
Loans in accordance with its Applicable Percentage.


 


Article III


 


Representations and Warranties


 


The Borrower represents and
warrants to the Lenders that:


 


SECTION 3.01.      Organization;
Powers; Subsidiaries. Each Loan Party and each Restricted Subsidiary (other than any Immaterial Subsidiary) thereof (a) is duly
organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or
organization; (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals
to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan
Documents to which it is a party; and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws
of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification
or license, except in each case referred to in clauses (a) (other than with respect to the Loan Parties), (b)(i) or (c), to
the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


SECTION 3.02.      Authorization;
No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party
have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the
terms of any of such Person’s Organization Documents, (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, or require any payment to be made under (i) any material contract to which such Person is a party or
affecting such Person or the properties of such Person or any of its Restricted Subsidiaries or (ii) any order, injunction, writ
or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject or (c) violate any
Law, except in each case referred to in clauses (b) or (c), to the extent that such conflict, breach, contravention, Lien, payment
or violation would not reasonably be expected to have a Material Adverse Effect.


 






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SECTION 3.03.      Governmental
Approvals; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with,
any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance
by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transactions,
(b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents or (c) the perfection or maintenance
of the Liens created under the Collateral Documents (including the priority thereof), except in each case for (x) filings and actions
completed on or prior to the Effective Date and as contemplated hereby and by the Collateral Documents necessary to perfect or maintain
the Liens on the Collateral granted by the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties (including,
without limitation, UCC financing statements, filings in the United States Patent and Trademark Office and the United States Copyright
Office and Mortgages (if any)) and (y) approvals, consents, exemptions, authorizations, actions, notices and filings which have
been duly obtained, taken, given or made and are in full force and effect or which would not reasonably be expected to have a Material
Adverse Effect.


 


SECTION 3.04.      Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute,
a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with
its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement
is sought in equity or at law).


 


SECTION 3.05.      Financial
Condition; No Material Adverse Change.


 


(a)           The
Borrower Annual Financial Statements: (A) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein, (B) fairly present, in all material respects, the financial condition of the
Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with
GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (C) show all material
indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities
for taxes, material commitments and Indebtedness to the extent required by GAAP.


 


(b)           The
Borrower Quarterly Financial Statements: (A) were each prepared in accordance with GAAP consistently applied throughout the period
covered thereby, subject only to normal year-end audit adjustments and the absence of footnotes, except as otherwise expressly noted
therein, and (B) fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries as of the
date thereof and their results of operations for the period covered thereby.


 


(c)           Since
January 31, 2021, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably
be expected to have a Material Adverse Effect.


 


SECTION 3.06.      Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened or contemplated,
at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries
or against any of their properties or revenues that either individually or in the aggregate would reasonably be expected to have a Material
Adverse Effect.


 






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SECTION 3.07.      No
Default. Each of the Borrower and each Restricted Subsidiary is in compliance with all indentures, agreements and other instruments
binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected
to result in a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document.


 


SECTION 3.08.      Ownership
of Property; Liens. Each of the Borrower and each Restricted Subsidiary has good record and marketable title in fee simple to, or
valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in
title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


SECTION 3.09.      Environmental.


 


(a)           Each
of the Loan Parties and its Restricted Subsidiaries is and has been in compliance with all Environmental Laws and has received and maintained
in full force and effect all Environmental Permits required for its current operations, except where non-compliance would not, either
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)           No
Environmental Claim is pending or, to the Loan Parties’ knowledge, proposed, threatened or anticipated, with respect to or in connection
with any Loan Party or its Restricted Subsidiaries or any real properties now or previously owned, leased or operated by any Loan Party
or its Restricted Subsidiaries except as would not, either individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


 


(c)           To
the Loan Parties’ knowledge, there are no Environmental Liabilities of any Restricted Subsidiary of any kind whatsoever, whether
accrued, contingent, absolute, determined, determinable or otherwise, and there are no facts, conditions, situations or set of circumstances
which could reasonably be expected to result in or be the basis for any such Environmental Liability, except, in each case, as would
not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(d)           Neither
Borrower or any of its Restricted Subsidiaries has assumed or retained any Environmental Liability of any other Person, except as would
not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


This Section 3.09 contains
the sole and exclusive representations and warranties of the Loan Parties with respect to environmental matters.


 


SECTION 3.10.      Insurance.
The properties of the Borrower and its Restricted Subsidiaries are insured with financially sound and reputable insurance companies that
are not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Restricted Subsidiary
operates.


 


SECTION 3.11.      Taxes.
The Borrower and its Restricted Subsidiaries have filed all Federal, state and other material tax returns and reports required to be
filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed
upon them or their properties, income, business, franchise or assets otherwise due and payable, except (a) those which are being
contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance
with GAAP or (b) to the extent that failure to do so would not reasonably be expected to result in a Material Adverse Effect.


 






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SECTION 3.12.      ERISA
Compliance; Labor Matters.


 


(a)           No
ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.


 


(b)           There
are no strikes, or other labor disputes pending or threatened against the Borrower or any of its Restricted Subsidiaries, the hours worked
and payments made to employees of the Borrower and its Restricted Subsidiaries have not been in material violation of the Fair Labor
Standards Act or any other applicable law dealing with such matters and all payments due from the Borrower or any of its Restricted Subsidiaries
or for which any claim may be made against the Borrower or any of its Restricted Subsidiaries, on account of wages and employee health
and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Borrower or such Restricted Subsidiary
to the extent required by GAAP. Except as would not reasonably be expected to result in a Material Adverse Effect, the consummation of
the Transactions will not give rise to a right of termination or right of renegotiation on the part of any union under any material collective
bargaining agreement to which the Borrower or any of its Restricted Subsidiaries (or any predecessor) is a party or by which the Borrower
or any of its Restricted Subsidiaries (or any predecessor) is bound.


 


SECTION 3.13.      Subsidiaries;
Equity Interests. As of the Effective Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of
Schedule 3.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable
and are owned by the Borrower or its Subsidiaries in the amounts specified on Part (a) of Schedule 3.13 free and clear
of all Liens except those created under the Collateral Documents and Permitted Prior Liens. As of the Effective Date, (x) the Borrower
has no equity investments in an individual amount in excess of $500,000 (valued at the time of such initial investment) in any other
Person other than (i) those specifically disclosed in Part (b) of Schedule 3.13 and (ii) investments in Subsidiaries
and (y) there are no Unrestricted Subsidiaries.


 


SECTION 3.14.      Margin
Regulations; Investment Company Act.


 


(a)           The
Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the Federal Reserve Board), or extending credit for the purpose of purchasing
or carrying margin stock.


 


(b)           None
of the Borrower, any Person Controlling the Borrower or any Restricted Subsidiary is or is required to be registered as an “investment
company” under the Investment Company Act of 1940.


 


SECTION 3.15.      Disclosure.
No report, financial statement, certificate or other written information furnished in writing by or on behalf of any Loan Party to the
Administrative Agent or any Lender in connection with the Transactions or delivered hereunder or under any other Loan Document (in each
case, taken as a whole and as modified or supplemented by other information so furnished) contains any material misstatement of fact
or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not materially misleading; provided that, with respect to projected financial information, the Borrower represents only that such
information was prepared in good faith based upon assumptions believed by it to be reasonable at the time made, it being recognized by
the Administrative Agent and the Lenders that such financial information as it relates to future events is not to be viewed as fact and
that actual results during the period or periods covered by such financial information may differ from the projected results set forth
therein by a material amount. As of the Effective Date, all of the information included in the Beneficial Ownership Certification is
true and correct in all material respects.


 






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SECTION 3.16.      Compliance
with Laws. Each Loan Party and each Restricted Subsidiary thereof is in compliance in all material respects with the requirements
of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties (including the Patriot Act), except
in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would
not reasonably be expected to have a Material Adverse Effect.


 


SECTION 3.17.      Taxpayer
Identification Number. The Borrower’s true and correct U.S. taxpayer identification number is set forth on Schedule 10.01.


 


SECTION 3.18.      Intellectual
Property; Licenses. To the Borrower’s knowledge, the Borrower and its Restricted Subsidiaries own or possess the right to use
all of the trademarks, service marks, trade names, trade dress, logos, domain names and all good will associated therewith, copyrights,
patents, patent rights, trade secrets, know-how, franchises, licenses, and other intellectual property rights (collectively, “IP
Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, without conflict
with the rights of any other Person, except where the failure to own or possess the right to use any such IP 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, the Borrower
and its Restricted Subsidiaries hold all right, title and interest in and to such IP Rights free and clear of any Lien (other than Liens
permitted by Section 6.01). To Borrower’s knowledge, no slogan or other advertising device, product, process, method, substance,
part or other material or activity now employed by the Borrower or any Restricted Subsidiary infringes upon, misappropriates or otherwise
violates any rights held by any other Person, except where such infringement, misappropriation or other violation would not reasonably
be expected to have a Material Adverse Effect.


 


SECTION 3.19.      Solvency.
As of the Effective Date, immediately after giving effect to the consummation of the Transactions, the Borrower and its Subsidiaries
are, on a consolidated basis, Solvent.


 


SECTION 3.20.      Collateral
Documents. The provisions of the applicable Collateral Documents are effective to create in favor of the Administrative Agent for
the benefit of the Secured Parties a legal, valid and enforceable first priority Lien (subject, in the case of any Collateral other than
Collateral consisting of Equity Interests, to Permitted Liens and, in the case of Collateral consisting of Equity Interests, to non-consensual
Liens permitted by Section 6.01 (collectively, such Liens, “Permitted Prior Liens”)) on all right, title and
interest of the respective Loan Parties in the Collateral described therein.


 


SECTION 3.21.      Senior
Debt. The Obligations constitute “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing”
(or any comparable term) under, and as defined in, the documentation governing, any Indebtedness that is subordinated to the Obligations
expressly by its terms.


 


SECTION 3.22.      Anti-Terrorism;
Anti-Money Laundering; Etc. The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure
compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, and employees with Anti-Corruption
Laws and applicable Sanctions, and the Borrower, its Subsidiaries and, to Borrower’s knowledge, its and its Subsidiaries’
respective officers and directors, are in compliance with Anti-Corruption Laws in all material respects and applicable Sanctions in all
material respects and are not knowingly engaged in any activity that would reasonably be expected to result in the Borrower being designated
as a Sanctioned Person. No Loan Party nor any of its Subsidiaries or, to their knowledge, any of their Related Parties (i) is an
 “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the
United States (50 U.S.C. App. §§ 1 et seq.), (ii) is in violation of (A) the Trading with the Enemy Act, (B) any
of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) or any enabling legislation
or executive order relating thereto, (C) the Act or (D) any other applicable laws relating to terrorism or money laundering
(collectively, the “Anti-Terrorism Laws”) in any material respect or (iii) is a Sanctioned Person. No part of the proceeds
of any Loan or Letter of Credit hereunder will be unlawfully used directly or, to the knowledge of the Borrower, indirectly to fund any
operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country, or in any
other manner that will result in any violation by any Person (including any Lender or Arranger, the Administrative Agent, any Issuing
Bank or any Swingline Lender) of any applicable Anti-Terrorism Laws or Sanctions.


 






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SECTION 3.23.      Foreign
Corrupt Practices Act. No part of the proceeds of the Loans will be used, directly or, to the knowledge of the Borrower, indirectly,
for any payments to any governmental official, governmental employee, political party, official of a political party, candidate for political
office, or anyone else acting in an official capacity on behalf of a Governmental Authority, in order to obtain, retain or direct business
or obtain any improper advantage, in violation of Anti-Corruption Laws.


 


SECTION 3.24.      Affected
Financial Institution. No Loan Party is an Affected Financial Institution.


 


SECTION 3.25.      Non-Bank
Trustee Matters. Borrower (a) is, and has been continuously since February 27, 2006, a nonbank trustee approved by the
IRS under Treasury Regulation Section 1.408-2(e) and any applicable state and local laws and has administered health savings
accounts in a manner consistent with such applicable law and (b) has not received any notice of investigation (other than routine
investigations) or revocation regarding Borrower’s status as an approved nonbank trustee.


 


Article IV


 


Conditions


 


SECTION 4.01.      Effective
Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become
effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):


 


(a)           The
Administrative Agent (or its counsel) shall have received (i) from each party hereto a counterpart of this Agreement signed on behalf
of such party (which, subject to Section 9.06, may include any Electronic Signatures transmitted by telecopy, emailed pdf, or any
other electronic means that reproduces an image of an actual executed signature page) and (ii) duly executed copies of the other
Loan Documents and such certificates, documents, instruments and agreements as described in the list of closing documents attached as
Exhibit E.


 


(b)           The
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated
the Effective Date) of Willkie Farr & Gallagher LLP, counsel for the Loan Parties, and covering such other matters relating
to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby
requests such counsel to deliver such opinion.


 


(c)           The
Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of the initial Loan Parties, the authorization of the Transactions and any
other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory
to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit E.


 






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(d)           The
Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial
Officer of the Borrower, certifying (i) that the representations and warranties contained in Article III are true and
correct in all material respects (provided that any representation and warranty that is qualified by Material Adverse Effect or
other materiality qualifier shall be true and correct in all respects) as of such date except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case
of any representation or warranty qualified by Material Adverse Effect or other materiality qualifier, in all respects) as of such earlier
date and (ii) that no Default or Event of Default has occurred and is continuing as of such date.


 


(e)           The
Administrative Agent shall have received evidence satisfactory to it that the Refinancing shall have occurred or will occur on the Effective
Date.


 


(f)            (i) The
Administrative Agent shall have received, at least three (3) Business Days prior to the Effective Date, all documentation and other
information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering
rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least ten (10) Business
Days prior to the Effective Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the
Beneficial Ownership Regulation, at least three (3) Business Days prior to the Effective Date, any Lender that has requested, in
a written notice to the Borrower at least three (3) Business Days prior to the Effective Date, a Beneficial Ownership Certification
in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and
delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (f) shall be deemed
to be satisfied).


 


(g)           The
Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced at least two (2) Business Days prior to the Effective Date, reimbursement or payment of all reasonable and documented
out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.


 


The Administrative Agent shall notify the Borrower
and the Lenders of the Effective Date, and such notice shall be conclusive and binding.


 


SECTION 4.02.      Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Banks to issue, amend
or extend any Letter of Credit, is subject to the satisfaction of the following conditions:


 


(a)           Subject
to Section 1.12(c), the representations and warranties of the Borrower set forth in this Agreement shall be true and correct in
all material respects (provided that any representation and warranty that is qualified by Material Adverse Effect or other materiality
qualifier shall be true and correct in all respects) on and as of the date of such Borrowing or the date of issuance, amendment or extension
of such Letter of Credit, as applicable, except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they shall be true and correct in all material respects (provided that any representation and warranty that
is qualified by Material Adverse Effect or other materiality qualifier shall be true and correct in all respects) as of such earlier
date.


 






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(b)           Subject
to Section 1.12(c), the time of and immediately after giving effect to such Borrowing or the issuance, amendment or extension of
such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.


 


Each Borrowing and each issuance, amendment or
extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to
the matters specified in paragraphs (a) and (b) of this Section.


 


Article V


 


Affirmative Covenants


 


From
and after the Effective Date, so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent
indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements
and Secured Hedge Agreements) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit (other than Letters of Credit which
have been Cash Collateralized or as to which other arrangements satisfactory to the applicable Issuing Bank have been made) shall remain
outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 5.01, 5.02, 5.03 and 5.13)
cause each Restricted Subsidiary to:


 


SECTION 5.01.      Financial
Statements. Deliver to the Administrative Agent for prompt distribution to each Lender:


 


(a)           within
90 days after the end of each Fiscal Year of the Borrower (commencing with the Fiscal Year ending January 31, 2022), a consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of income
or operations, changes in stockholders’ equity, and cash flows for such Fiscal Year, setting forth in each case in comparative
form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied
by a report and opinion of PricewaterhouseCoopers LLP or any other independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to any “going concern” or like qualification or exception or explanatory paragraph (other
than a “going concern” qualification or exception or explanatory paragraph resulting solely from an upcoming maturity date
under any Indebtedness occurring within one year from the time such opinion is delivered or any actual or anticipated breach of the financial
covenants set forth in Section 6.11) or any qualification or exception or explanatory paragraph as to the scope of such audit; provided
the foregoing financial statements are accompanied by consolidating information that explains in reasonable detail the differences
between the information relating to the Borrower and its Subsidiaries, on the one hand, and the information relating to the Borrower
and its Restricted Subsidiaries on a standalone basis, on the other hand;


 


(b)           in
connection with each of the first three fiscal quarters of each Fiscal Year of the Borrower (commencing with the fiscal quarter ending
October 31, 2021), within 45 days after the end of each such fiscal quarter, a consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter
and for the portion of the Borrower’s Fiscal Year then ended, and the related consolidated statements of changes in stockholders’
equity, and cash flows for the portion of the Borrower’s Fiscal Year then ended, in each case setting forth in comparative form,
as applicable, the figures for the corresponding fiscal quarter of the previous Fiscal Year and the corresponding portion of the previous
Fiscal Year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of
the Borrower as fairly presenting, in all material respects, the financial condition, results of operations, stockholders’ equity
and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the
absence of footnotes; provided the foregoing financial statements are accompanied by consolidating information that explains in
reasonable detail the differences between the information relating to the Borrower and its Subsidiaries, on the one hand, and the information
relating to the Borrower and its Restricted Subsidiaries on a standalone basis, on the other hand;


 






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(c)           not
later than 60 days after the end of each Fiscal Year of the Borrower (commencing with the Fiscal Year ending January 31, 2022),
an annual budget of the Borrower and its Restricted Subsidiaries on a consolidated basis consisting of consolidated balance sheets and
statements of income or operations and cash flows of the Borrower and its Restricted Subsidiaries on a quarterly basis for the then-current
Fiscal Year (including the Fiscal Year in which the Latest Maturity Date occurs, if such Fiscal Year is the then-current Fiscal Year);


 


As to any information contained
in materials furnished pursuant to Section 5.02(b), the Borrower shall not be required separately to furnish such information under
clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information
and materials described in clause (a) or (b) above at the times specified therein.


 


SECTION 5.02.      Certificates;
Other Information. Deliver to the Administrative Agent for prompt distribution to each Lender, in form and detail reasonably satisfactory
to the Administrative Agent:


 


(a)           concurrently
with the delivery of the financial statements referred to in Sections 5.01(a) and (b), a duly completed Compliance Certificate
signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower;


 


(b)           promptly
after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the
stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower
may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, whether or not
otherwise required to be delivered to the Administrative Agent pursuant hereto; provided that to the extent any such documents
are filed with the SEC, such documents shall be deemed delivered pursuant to this Section 5.02(b) at the time of and so long
as the Borrower notifies the Administrative Agent in writing (by facsimile or electronic mail) of the filing with the SEC of any such
documents; and


 


(c)           promptly,
such additional information regarding the business, financial or corporate affairs of the Borrower or any Restricted Subsidiary, or compliance
with the terms of the Loan Documents, as the Administrative Agent or any Lender, through the Administrative Agent, may from time to time
reasonably request.


 


Documents required to be delivered
pursuant to Section 5.01(a) or (b) or Section 5.02(b) may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date (1) 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 10.02, (2) on which such documents are posted on the Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial,
third-party website or whether sponsored by the Administrative Agent) or (3) on which such documents are filed for public availability
on the SEC’s Electronic Data Gathering and Retrieval System.


 






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The Borrower hereby acknowledges
that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Banks materials and/or
information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the
Borrower Materials on IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and (b) certain
of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information
within the meaning of United States federal securities laws (“MNPI”) with respect to the Borrower or its Subsidiaries,
or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect
to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public
Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall
be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials
as not containing any MNPI with respect to the Borrower or its Subsidiaries, or their respective securities (provided, however,
that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all
Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public
Side Information” (and the Administrative Agent agrees that only Borrower Materials marked “PUBLIC” will be made available
on such portion of the Platform); and (z) the Administrative Agent and the Arrangers 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 that is not designated “Public
Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower materials “PUBLIC.”


 


SECTION 5.03.      Notices
of Material Events. Promptly notify the Administrative Agent (for distribution to each Lender) when a Responsible Officer of the
Borrower has knowledge of the occurrence of:


 


(a)           any
Default;


 


(b)           any
ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material
Adverse Effect; or


 


(c)           any
other matter that has resulted, or would reasonably be expected to result in, a Material Adverse Effect.


 


Each
notice pursuant to this Section 5.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth
details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto.
Each notice pursuant to Section 5.03(a) shall describe with particularity any and all provisions of this Agreement and any
other Loan Document, if any, that have been breached.


 


SECTION 5.04.      Preservation
of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the
Laws of the jurisdiction of its organization except in a transaction permitted by Section 6.04; (b) maintain all rights, privileges,
permits, and licenses reasonably necessary in the normal conduct of its business, except to the extent that failure to do so would not
reasonably be expected to have a Material Adverse Effect; (c) except as otherwise determined in Borrower’s reasonable business
judgment, preserve, maintain, renew and keep in full force and effect all of its registered patents, trademarks, trade names, trade dress
and service marks, the failure of which to so preserve, maintain, renew or keep in full force and effect would reasonably be expected
to have a Material Adverse Effect; and (d) pay and discharge as the same shall become due and payable all Federal, state and other
material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained
by the Borrower or such Restricted Subsidiary.


 






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SECTION 5.05.      Maintenance
of Properties. Maintain, preserve and protect all of its properties and equipment necessary in the operation of its business in good
working order and condition, ordinary wear and tear excepted, except where the failure to do so would not reasonably be expected to have
a Material Adverse Effect.


 


SECTION 5.06.      Maintenance
of Insurance.


 


(a)           Maintain
with financially sound and reputable insurance companies (that are not Affiliates of the Borrower) insurance with respect to its properties
and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such
types and in such amounts as are customarily carried under similar circumstances by such other Persons, and within 45 days after the
Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), providing for not less than 30 days’
prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance, which insurance (except as to Excluded
Subsidiaries) within 45 days after the Effective Date (or such later date as the Administrative Agent may agree in its sole discretion),
shall name the Administrative Agent as loss payee (in the case of casualty insurance) or additional insured (in the case of liability
insurance); provided, however, if any insurance proceeds are paid on the account of a casualty to assets or properties of any Loan Party
that do not constitute Collateral and at such time no Event of Default shall have occurred and is continuing, then the Administrative
Agent shall take such actions, including endorsement, to cause any such insurance proceeds to be promptly remitted to the Borrower to
be used by the Borrower or such Loan Party in any manner not prohibited by this Agreement.


 


(b)           Notwithstanding
anything herein to the contrary, with respect to each Mortgaged Property (if any), if at any time the area in which the buildings and
other improvements (as described in the applicable Mortgage) is designated a “flood hazard area” in any Flood Insurance Rate
Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance in such total amount as the
Administrative Agent may from time to time reasonably require, and otherwise to ensure compliance with the NFIP as set forth in the Flood
Laws. Following the Effective Date, the Borrower shall deliver to the Administrative Agent annual renewals of each earthquake insurance
policy, each flood insurance policy or annual renewals of each force-placed flood insurance policy, as applicable. In connection with
any MIRE Event, the Borrower shall provide to the Administrative Agent not later than thirty 30 days prior to the closing of such MIRE
Event (and authorize the Administrative Agent to provide to the Lenders) for each Mortgaged Property (if any) a Flood Determination Form,
Borrower Notice and Evidence of Flood Insurance, as applicable.


 


SECTION 5.07.      Compliance
with Laws. Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business
or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested
in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith would not reasonably be expected
to have a Material Adverse Effect.  Maintain in effect and enforce policies and procedures designed to ensure compliance in all
material respects by the Borrower and its Restricted Subsidiaries and their respective directors, officers, and employees with Anti-Corruption
Laws and applicable Sanctions.


 


SECTION 5.08.      Books
and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions, and if and to the extent required by GAAP, matters involving the assets and business
of the Borrower or such Restricted Subsidiary, as the case may be.


 






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SECTION 5.09.      Inspection
Rights. Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties,
to examine its corporate, financial and operating records, and to make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public accountants, at such reasonable times during normal business
hours and as often as may be reasonably desired (with the Borrower being required to pay all reasonable out-of-pocket expenses for one
visit each Fiscal Year) by the Administrative Agent, upon reasonable advance notice to the Borrower; provided, however, that when an
Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors)
may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice, and without
limitation as to frequency. Notwithstanding the foregoing, neither the Borrower nor any Restricted Subsidiary will be required to disclose,
permit the inspection, examination or making copies or abstracts of, or discuss, 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 the Administrative
Agent or any Lender (or their respective representatives or contractors) is prohibited by applicable Law or any binding agreement (to
the extent such binding agreement was not created in contemplation of such Loan Party’s or Subsidiary’s obligations under
this Agreement) or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided,
in each case, that the Borrower shall have notified the Administrative Agent that such document, information or other matter is being
withheld on the basis of the foregoing.


 


SECTION 5.10.      Use
of Proceeds. Use the proceeds of (a) the Term Loans and Revolving Loans to consummate the Refinancing, to pay the fees and expenses
incurred in connection with the Transactions and for working capital and general corporate purposes of the Borrower and its Subsidiaries,
including without limitation for the financing of acquisitions and Investments, and any other purpose not in contravention of any Law
or of any Loan Document and (b) any other Credit Event for working capital and general corporate purposes of the Borrower and its
Subsidiaries, including without limitation for the financing of acquisitions and Investments, and any other purpose not in contravention
of any Law or of any Loan Document.


 


SECTION 5.11.      Covenant
to Guarantee Obligations and Give Security.


 


(a)           Upon
the formation or acquisition by any Loan Party of any new direct or indirect Subsidiary (other than any Excluded Subsidiary or any Immaterial
Subsidiary), or upon a Subsidiary of any Loan Party ceasing to be an Excluded Subsidiary or ceasing to be an Immaterial Subsidiary, as
applicable, the Borrower shall, at the Borrower’s expense:


 


(i)            Within
60 days (as such time may be extended by the Administrative Agent in its reasonable discretion) following the creation or acquisition
of such Subsidiary or following such Subsidiary ceasing to be an Excluded Subsidiary or ceasing to be an Immaterial Subsidiary, as applicable,
cause such Subsidiary to (a) become a Guarantor and provide the Administrative Agent, for the benefit of the Secured Parties, a
Lien on its assets to secure the Obligations by executing and delivering to the Administrative Agent a joinder to the Collateral Agreement
or such other document as the Administrative Agent shall deem appropriate for such purpose and (b) deliver to the Administrative
Agent such other customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions
of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation
referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent;


 






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(ii)           within
60 days (as such time may be extended by the Administrative Agent in its reasonable discretion) after such formation or acquisition or
after such Subsidiary ceases to be an Excluded Subsidiary or ceases to be an Immaterial Subsidiary, as applicable, if requested in writing
by the Administrative Agent or if the Administrative Agent is directed in writing by the Required Lenders to request, furnish to the
Administrative Agent a description of the owned real property of such Subsidiary, in detail reasonably satisfactory to the Administrative
Agent;


 


(iii)          within
60 days after such formation or acquisition or after such Subsidiary ceases to be an Excluded Subsidiary or ceases to be an Immaterial
Subsidiary, as applicable, cause each direct and indirect parent (to the extent such parent is a Loan Party) of such Subsidiary to pledge
its interests in such Subsidiary to the Administrative Agent, for the benefit of the Secured Parties, to secure such parent’s Obligations
(if it has not already done so) and to deliver to the Administrative Agent all certificated Equity Interests of such Subsidiary (if any)
together with transfer powers in respect thereof endorsed in blank, and cause such Subsidiary:


 


(A)            to
duly execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, any additional collateral and security
agreements or supplements thereto, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative
Agent, to secure payment of all the Obligations of such Subsidiary, and constituting Liens on the personal property (other than Excluded
Assets) of such Subsidiary; and


 


(B)            to
take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of
notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative
Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting
first priority perfected Liens on properties purported to be subject to the Collateral Agreement and other agreements delivered pursuant
to this Section 5.11, subject to Permitted Prior Liens; and


 


(iv)          within
60 days after such formation or acquisition or after such Subsidiary ceases to be an Excluded Subsidiary or ceases to be an Immaterial
Subsidiary, as applicable, deliver to the Administrative Agent, upon the request of the Administrative Agent, a signed copy of a favorable
opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to
the Administrative Agent as to the matters contained in clauses (i) and (iii) above, and as to such other matters as the Administrative
Agent may reasonably request.


 


Notwithstanding any of the
foregoing to the contrary, the Collateral shall be subject to the limitations and exclusions set forth in the applicable Collateral Documents.


 


(b)            With
respect to any Material Real Estate Assets owned by a Loan Party on the Effective Date or acquired by a Loan Party thereafter, and all
Material Real Estate Assets owned by any Subsidiary that becomes a Loan Party pursuant to Section 5.11(a) above, within 90
days (as such time may be extended by the Administrative Agent in its reasonable discretion) (and, in the case of clause (vii) below,
within the time period set forth therein) after (i) the Effective Date, in the case of Material Real Estate Assets owned by the
Loan Parties on the Effective Date and (ii) the date such Material Real Estate Assets is acquired (or such Subsidiary is formed
or acquired or ceases to be an Excluded Subsidiary or ceases to be an Immaterial Subsidiary, as the case may be) in such other cases,
the Borrower shall, or shall cause the applicable Loan Party to, at its expense, provide to the Administrative Agent, or, with respect
to clause (vii), as applicable, acknowledge receipt of, as applicable:


 






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(i)            deeds
of trust, trust deeds, deeds to secure debt or mortgages (collectively, with each other mortgage or similar document delivered pursuant
to this Section 5.11, the “Mortgages”), each in form and substance reasonably satisfactory to the Administrative
Agent and covering the Material Real Estate Assets then owned by the applicable Loan Party, together with any other Material Real Estate
Asset acquired by any Loan Party, in each case duly executed by the appropriate Loan Party;


 


(ii)           a
description of the owned property so acquired in detail reasonably satisfactory to the Administrative Agent;


 


(iii)          evidence
that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording
in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and
subsisting Lien on the property described therein subject to Permitted Prior Liens in favor of the Administrative Agent for the benefit
of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid;


 


(iv)          fully
paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”),
with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers
acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein,
subject only to Permitted Prior Liens;


 


(v)           American
Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have
been paid, and dated no more than 90 days (or such other date as may be reasonably acceptable to the Administrative Agent (and it shall
be deemed reasonably acceptable if sufficient to delete the survey exception from any such Mortgage Policy)) prior to the date of acquisition
of such real property and improvements thereon or recordation of the Mortgage, as applicable, in each case certified to the Administrative
Agent, the applicable Loan Party, and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent
by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and reasonably
acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any
easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and encroachments, either by such
improvements or on to such property, and other defects;


 


(vi)          without
limiting clause (vii) below, evidence of the insurance to the extent required by the terms of the Mortgages;


 


(vii)         at
least 40 days (as such time period may be reduced by the Administrative Agent in its reasonable discretion) prior to the end of the 90
day period referred to in the lead in to this clause (b), the following documents (collectively, the “Flood Documents”):
(A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”),
(B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification
to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage
under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in
the NFIP, (C) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice,
return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Borrower Notice is required to be given and flood
insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy,
the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming
that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent (any
of the foregoing being “Evidence of Flood Insurance”); and


 






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(viii)        such
legal opinions and other customary documents (including a certificate from the Borrower certifying that all conditions and requirements
in clause (vii) above have been satisfied) as the Administrative Agent may reasonably request with respect to such Mortgage or Mortgaged
Property.


 


Notwithstanding any of the
foregoing to the contrary, but without derogation of the Borrower’s obligation to deliver information as set forth in clause (vii) above
or acknowledge receipt of any such information, as applicable, (i) the Collateral shall exclude Excluded Assets and shall be subject
to the limitations and exclusions set forth in the applicable Collateral Documents, (ii) the Administrative Agent shall not enter
into a Mortgage in respect of any owned Material Real Estate Asset until (a) if such Mortgage relates to a property not located
in a flood zone, five Business Days after the Administrative Agent has received and has delivered to the Revolving Lenders a completed
Flood Determination Form or (b) if such Mortgage relates to property located in a flood zone, 14 calendar days after the Administrative
Agent has received the following documents and has delivered such documents to the Revolving Lenders: (x) a completed Flood Determination
Form, (y) if such real property is located in a “special flood hazard area”, (1) a Borrower Notice and (if applicable)
notification to the Borrower that flood insurance coverage under the NFIP is not available because the community does not participate
in the NFIP and (2) documentation evidencing the Borrower’s receipt of the Borrower Notice (e.g., countersigned Borrower Notice,
return receipt of certified U.S. Mail, or overnight delivery) and (z) if flood insurance is required by Flood Laws, Evidence of
Flood Insurance and (iii) the Administrative Agent shall not include in any Mortgage any improvements to real property that (x) are
located in a special flood hazard area, (y) have an aggregate value of no more than $5,000,000 and (z) are not material to
the overall value of such real property.


 


(c)           At
any time upon request of the Administrative Agent, the Borrower shall, and shall cause each of its Restricted Subsidiaries that is or
becomes a Guarantor to, at the Borrower’s expense, (i) promptly execute and deliver any and all further instruments and documents
and take all such other action as the Administrative Agent may deem reasonably necessary or desirable in obtaining the full benefits
of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt,
mortgages, security agreement supplements, intellectual property security agreement supplements and other security and pledge agreements
consistent with the terms and provisions of this Agreement.


 


SECTION 5.12.      Compliance
with Environmental Laws. Comply, and cause all lessees and other Persons operating or occupying its properties to comply with all
applicable Environmental Laws and Environmental Permits, except where the failure to so comply would not reasonably be likely to have
a Material Adverse Effect; and, if ordered to do so by a Governmental Authority or otherwise required pursuant to any Environmental Law,
conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to address
all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws; provided, however,
that neither the Borrower nor any of its Restricted Subsidiaries shall be required to undertake any such ordered or required cleanup,
removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings
and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP.


 






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SECTION 5.13.      Non-Bank
Trustee Matters. So long as the Borrower relies on its designation as a nonbank trustee, it will comply with the requirements to
maintain its approval as a nonbank trustee under Treasury Regulation Section 1.408-2(e) and any applicable state and local
laws, including but not limited to (a) maintaining adequate net worth, (b) conducting annual audits of its books and records
by a qualified public accountant as defined in Treasury Regulation Section 1.408-2(e)(5)(viii) and (c) timely complying
with the requirement to annually submit a status verification form to the IRS’s Employee Plans Compliance Unit in accordance with
applicable law and IRS guidelines.


 


SECTION 5.14.      Further
Assurances. Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any
material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof,
and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts,
deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may
reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to
the fullest extent permitted by applicable law, subject any Loan Party’s properties, assets, rights or interests to the Liens now
or hereafter intended to be covered by any of the Collateral Documents or Section 5.11 or 5.15, (iii) perfect and maintain
the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and
(iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights
granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed
in connection with any Loan Document to which any Loan Party or any of its Restricted Subsidiaries is or is to be a party, and cause
each of its Restricted Subsidiaries to do so.


 


SECTION 5.15.      Post-Closing
Obligations. Each of the Loan Parties shall satisfy the requirements set forth on Schedule 5.15 on or before the date specified
for such requirement in such Schedule or such later date to be determined by the Administrative Agent in its sole discretion.


 


SECTION 5.16.      Designation
of Restricted and Unrestricted Subsidiaries.


 


The Borrower may designate
any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary”;
provided that (i) immediately before and after giving effect to such designation, no Event of Default shall have occurred
and be continuing, (ii) immediately before and after giving effect to such designation, the Borrower shall be in pro forma compliance
with the financial covenants set forth in Section 6.11, and (iii) no Subsidiary may be designated as an Unrestricted Subsidiary
if it is a “Restricted Subsidiary” as defined in or in respect of any Indebtedness in excess of the Threshold Amount.
All outstanding Investments owned by the Borrower and its Restricted Subsidiaries in the designated Unrestricted Subsidiary will be treated
as an Investment by the Borrower or such Restricted Subsidiary, as applicable, made at the time of the designation. The amount of all
such outstanding Investments will be the aggregate fair market value of such Investments at the time of the designation. The designation
will not be permitted if such Investment would not be permitted under Section 6.02 at that time and if such Restricted Subsidiary
does not otherwise meet the definition of an Unrestricted Subsidiary. Any designation of a Subsidiary of the Borrower as an Unrestricted
Subsidiary shall be evidenced to the Administrative Agent by delivering to the Administrative Agent a certified copy of the board resolution
of the Borrower giving effect to such designation and a certificate signed by a Responsible Officer of the Borrower certifying that such
designation complied with the foregoing conditions and the conditions set forth in the definition of “Unrestricted Subsidiary”
and was permitted by this Section 5.16.


 






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If, at any time, any Unrestricted
Subsidiary would fail to meet the requirements of clause (iii) of the immediately preceding paragraph or any of those set forth
in the definition of “Unrestricted Subsidiary”, it shall thereafter cease to be an Unrestricted Subsidiary for purposes
of this Agreement and (1) any Indebtedness of such Subsidiary, (2) any Liens of such Subsidiary, and (3) any Investments
of such Subsidiary, in each case shall be deemed to be incurred by a Restricted Subsidiary of the Borrower as of such date and, if such
Indebtedness, Liens or Investments are not permitted to be incurred as of such date under Section 6.03, Section 6.01 or Section 6.02
as applicable, the Borrower shall be in default of such Section 6.03, Section 6.01 or Section 6.02 as applicable.


 


The Borrower may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence,
on the date of designation, of Indebtedness, Liens and Investments by a Restricted Subsidiary of the Borrower of any outstanding Indebtedness,
Liens and Investments of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted
under Section 6.03, such Liens are permitted under Section 6.01 and such Investments are permitted under Section 6.02;
and (2) no Event of Default shall have occurred and be continuing.


 


Article VI


 


Negative Covenants


 


From
and after the Effective Date, so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than contingent
indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements
and Secured Hedge Agreements) hereunder shall remain unpaid or unsatisfied, or any Letter of Credit (other than Letters of Credit which
have been Cash Collateralized or as to which other arrangements satisfactory to the applicable Issuing Bank have been made) shall remain
outstanding, the Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly:


 


SECTION 6.01.      Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired,
other than the following:


 


(a)           Liens
pursuant to any Loan Document securing the Obligations;


 


(b)           Liens
existing on the Effective Date and, to the extent securing an aggregate amount of greater than $1,000,000 as set forth on Schedule 6.01(b),
and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional
property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien and (B) proceeds
and products thereof, and (ii) the modification, replacement, renewal or extension of the obligations secured or benefited thereby,
to the extent constituting Indebtedness, is permitted by Section 6.03(b);


 


(c)           Liens
for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves
with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(d)           Liens
imposed by applicable Law, such as carriers’, warehousemen’s, landlords’, mechanics’, materialmen’s, repairmen’s
or other like Liens granted or arising in the ordinary course of business, which secure amounts not overdue for a period of more than
60 days or if more than 60 days overdue, are unfiled and either no other action has been taken to enforce such Lien or such Liens are
being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are (if
applicable) maintained on the books of the applicable Person in accordance with GAAP;


 






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(e)           pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social
security legislation, other than any Lien imposed by ERISA;


 


(f)            deposits
to secure the performance of bids, trade contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety,
stay, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;


 


(g)           easements,
rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and minor title
defects affecting real property which, in the aggregate, do not materially interfere with the ordinary conduct of the business of the
applicable Person, and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties reasonably acceptable
to the Administrative Agent;


 


(h)           Liens
securing judgments for the payment of money not constituting an Event of Default under Section 7.01(h) or securing appeal or
other surety bonds related to such judgments;


 


(i)            (i) Liens
securing Indebtedness permitted under Section 6.03(e); provided that (A) such Liens do not at any time encumber any
property (except for replacements, additions and accessions to such property) other than the property financed by such Indebtedness and
(B) the Indebtedness secured thereby does not exceed the cost or fair market value of the property, whichever is lower, being acquired
on the date of acquisition, improvements thereto and related expenses; provided that individual financings of equipment provided
by one lender may be cross collateralized to other financings of equipment provided by such lender on customary terms; and (ii) Liens
securing Indebtedness permitted under Section 6.03(t); provided that (w) such Liens existed on the property or asset
prior to the acquisition thereof by the Borrower or any Restricted Subsidiary or existed on the property or asset of any Person that
becomes a Restricted Subsidiary in connection with a Permitted Acquisition, (x) such Lien is not created in connection with such
acquisition or such Person becoming a Restricted Subsidiary, as the case may be and (y) such Lien shall not encumber any other property
or assets of the Borrower or any Restricted Subsidiary (other than any Person acquired by the Borrower or any Restricted Subsidiary as
a result of a Permitted Acquisition and any Restricted Subsidiary of such acquired Person) as of the date of such Permitted Acquisition;


 


(j)            (x) precautionary
filings in respect of operating leases and (y) leases, licenses, subleases or sublicenses granted to others in the ordinary course
of business which do not (i) interfere in any material respect with the business of the Borrower or any Restricted Subsidiary or
(ii) secure any Indebtedness;


 


(k)           other
Liens on property of Domestic Subsidiaries that are Restricted Subsidiaries securing Indebtedness in an aggregate principal amount and
other obligations in an amount which does not exceed the greater of $75,000,000 and 25% of Consolidated EBITDA of the Borrower and its
Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b), in the aggregate;


 


(l)            Liens
on property of Foreign Subsidiaries that are Restricted Subsidiaries securing Indebtedness of such Foreign Subsidiaries that are Restricted
Subsidiaries permitted by Section 6.03(g);


 


(m)          Liens
in favor of custom and revenue authorities arising as a matter of law to secure payment of non-delinquent customs duties in connection
with the importation of goods;


 






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(n)           Liens
upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of letters
of credit and bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage
of such inventory or other goods;


 


(o)           Liens
arising out of conditional sale, consignment, title retention or similar arrangements for the sale of goods entered into by the Borrower
or any of its Restricted Subsidiaries in the ordinary course of business;


 


(p)           Liens
(i) of a collection bank arising under Section 4-210 of the UCC 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 banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general
parameters customary in the banking industry;


 


(q)           deposits
made in the ordinary course of business to secure liability to insurance carriers;


 


(r)            Liens
on Cash Collateral granted in favor of any Lenders and/or Issuing Banks created as a result of any requirement or option to Cash Collateralize
pursuant to this Agreement


 


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


 


(t)            (i) zoning,
building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies
except for such noncompliance that does not materially interfere with the ordinary conduct of the business of the Borrower or any of
its Restricted Subsidiaries; and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to
control or regulate the use of any real property that does not materially interfere with the ordinary conduct of the business of the
Borrower or any of its Restricted Subsidiaries;


 


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


 


(v)           Liens
under licensing or sublicensing agreements for the use of IP Rights entered into in the ordinary course of business;


 


(w)          Liens
on cash and Cash Equivalents in an aggregate amount not to exceed $10,000,000 to secure obligations of the Borrower or any Restricted
Subsidiary in respect of ordinary course cash management arrangements and under Swap Contracts that do not constitute Obligations;


 


(x)            Liens
on Collateral securing obligations under the documentation for Indebtedness permitted pursuant to Section 6.03(s); provided
that such Liens shall be subject to the Pari Passu Intercreditor Agreement; and


 






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(y)            Liens
on Equity Interests in joint ventures (i) securing obligations of such joint ventures or (ii) pursuant to the relevant joint
venture agreement or arrangement.


  


For
purposes of determining compliance with this Section 6.01, (A) a Lien securing an item of Indebtedness need not be permitted
solely by reference to one category of permitted Liens described in Sections 6.01(a) through (y) but may be permitted
in part under any combination thereof and (B) in the event that a Lien securing an item of Indebtedness (or any portion thereof)
meets the criteria of one or more of the categories of permitted Liens described in Sections 6.01(a) through (y), the Borrower
shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing such item of Indebtedness
(or any portion thereof) in any manner that complies with this Section 6.01 and will only be required to include the amount and
type of such Lien or such item of Indebtedness secured by such Lien in one of the categories of such Lien securing such item of Indebtedness
permitted in this Section 6.01; provided, however, that, notwithstanding the foregoing, Liens on Collateral securing
obligations under the documentation for Indebtedness permitted pursuant to Section 6.03(s) shall at all times be deemed to
have been incurred and exist under Section 6.01(x). In addition, with respect to any Lien securing Indebtedness that was permitted
to be secured at the time of incurrence thereof, additional Indebtedness resulting solely from the accrual of interest, accretion of
accreted value, the payment of interest in the form of additional Indebtedness or in the form of common stock of the Borrower, or the
amortization of original issue discount, the accretion of original issue discount or liquidation preference and increases in the amount
of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies, in each case with respect to such
permitted secured Indebtedness, shall also be permitted to be secured by such Lien.


 


SECTION 6.02.     Investments.
Make any Investments, except:


 


(a)            Investments
held by the Borrower or such Restricted Subsidiary in the form of cash and Cash Equivalents;


 


(b)            advances
to officers, directors, employees and consultants of the Borrower and Restricted Subsidiaries (i) in an aggregate amount not to
exceed $2,500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; and (ii) in
connection with such Person’s purchase of Equity Interests of the Borrower, provided that no cash is actually advanced pursuant
to this clause (ii) unless immediately repaid;


 


(c)            Investments
(i) existing on the Effective Date in Subsidiaries existing on the Effective Date; provided that in the case of this clause
(i), any such Investments in Restricted Subsidiaries that are not Loan Parties in the form of intercompany loans by Loan Parties shall
be evidenced by notes that have been pledged (individually or pursuant to a global note) to the Administrative Agent in form and substance
reasonably satisfactory to the Administrative Agent for the benefit of the Secured Parties unless such pledge would, in the good faith
judgment of the Borrower in consultation with the Administrative Agent, result in adverse tax consequences to the Borrower and its Restricted
Subsidiaries as reasonably determined by Borrower in consultation with the Administrative Agent; (ii) in Loan Parties (including
those formed or acquired after the Effective Date so long as the Borrower and its Restricted Subsidiaries comply with the applicable
provisions of Section 5.11, provided that, notwithstanding anything to the contrary in this Agreement or any other Loan Document,
the Lien of the Administrative Agent for the benefit of the Secured Parties shall not attach to any such Investment in the form of an
intercompany loan and any intercompany note evidencing such loan shall not be required to be delivered to the Administrative Agent if
any such note is subsequently reasonably promptly contributed to a Subsidiary that is not a Loan Party pursuant to Section 6.02(c)(iv));
(iii) by Restricted Subsidiaries that are not Loan Parties in Restricted Subsidiaries that are not Loan Parties; (iv) by the
Borrower or any other Loan Party in Unrestricted Subsidiaries or in Restricted Subsidiaries that are not Loan Parties; provided
that, in the case of this clause (iv), (A) no Event of Default shall have occurred and be continuing, (B) the Borrower and
its Restricted Subsidiaries comply with the applicable provisions of Section 5.11, (C) the aggregate amount of all such Investments
outstanding at any time (determined without regard to any write-downs or write-offs of such Investments) shall not exceed the sum of
(1) the greater (x) of $50,000,000 and (y) 15% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries
based on the most recent financial statements delivered under Section 5.01(a) or (b) plus (2) an amount not
to exceed the Available Amount at the time of the making of such Investment, plus (3) any Net Equity Proceeds; provided,
further, that this clause (C) shall not apply to any such Investment that is in the form of an equity contribution or intercompany
loan if, reasonably promptly following receipt of such equity contribution or intercompany loan, the proceeds of such equity contribution
or intercompany loan shall be used by such Restricted Subsidiaries that are not Loan Parties (or Subsidiaries thereof) to consummate
a Permitted Acquisition (and any such Investment described in this proviso shall not utilize the basket set forth in this clause (C),
but shall, if applicable, utilize the basket set forth in the definition of Permitted Acquisition) and (D) any such Investments
in the form of intercompany loans shall be evidenced by notes that have been pledged (individually or pursuant to a global note) to the
Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent for the benefit of the Secured Parties
unless (x) such pledge would result in adverse tax consequences to the Borrower and its Restricted Subsidiaries as reasonably determined
by Borrower in consultation with the Administrative Agent or (y) reasonably promptly following the making of such intercompany loan
the holder of such note representing such loan contributes such note as an equity contribution to any Restricted Subsidiary that is not
a Loan Party that will reasonably promptly following receipt of such equity contribution consummate (or cause one or more of its Restricted
Subsidiaries to consummate) a Permitted Acquisition, in which case and in each such case, notwithstanding anything to the contrary in
this Agreement or any other Loan Document, the Lien of the Administrative Agent for the benefit of the Secured Parties shall not attach
to any such note, and any such note shall not be required to be delivered to the Administrative Agent;


 






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(d)            Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in
the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account
debtors to the extent reasonably necessary in order to prevent or limit loss;


 


(e)            (i) Any
Investments by the Borrower or any Guarantor in the form of Permitted Acquisitions and (ii) any Permitted Acquisition by any Restricted
Subsidiary that is not a Loan Party (or any Restricted Subsidiary thereof) funded from, reasonably promptly following receipt thereof,
the cash proceeds received by such Restricted Subsidiary (or any parent entity(ies) thereof that is also a Restricted Subsidiary and
that received such proceeds in accordance with Section 6.02(c)(iv)) from any equity contribution or intercompany loan permitted
under Section 6.02(c)(iv);


 


(f)            Guarantees
permitted by Section 6.03;


 


(g)            to
the extent constituting Investments, transactions expressly permitted under Sections 6.04 (other than Section 6.03(c)) and
6.14;


 


(h)            Investments
existing on, or made pursuant to legally binding written commitments in existence on, the Effective Date and, to the extent having an
aggregate value of greater than $1,000,000, set forth on Schedule 6.02, and any modification, replacement, renewal or extension
thereof; provided, that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise
permitted by this Section 6.02;


 


(i)            promissory
notes and other non-cash consideration received in connection with Dispositions permitted by Section 6.05;


 






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(j)            Investments
(including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers
and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business
and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;


  


(k)            Investments
to the extent that payment for such Investments is made solely by the issuance of Equity Interests of the Borrower to the seller of such
Investments;


 


(l)            Restricted
Subsidiaries of the Borrower may be established or created if the Borrower and such Restricted Subsidiary comply with the requirements
of Section 5.11, 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 6.02, and such new Restricted
Subsidiary at no time holds any assets or liabilities other than any merger or acquisition 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 Section 5.11,
as applicable, until the applicable acquisition is consummated (at which time the surviving entity of the applicable transaction shall
be required to so comply in accordance with the provisions thereof);


 


(m)            [reserved];


 


(n)            Swap
Contracts to the extent permitted pursuant to Section 6.03(d);


 


(o)            so
long as no Event of Default has occurred and is continuing or would be caused thereby, other Investments; provided that in no
event shall the aggregate amount of Investments allowed pursuant to this Section 6.02(o) during the term of this Agreement
(net of any returns of capital on such Investments) exceed the sum of (1) the greater of (x) $75,000,000 and (y) 25% of
Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or
(b) plus (2) an amount not to exceed the Available Amount at the time of the making of such Investment plus (3) any
Net Equity Proceeds;


 


(p)            [reserved];


 


(q)            Investments
consisting of the licensing or sublicensing of IP Rights in the ordinary course of business;


 


(r)            Investments
consisting of the licensing or contribution of IP Rights pursuant to joint marketing arrangements with other Persons; and


 


(s)            unlimited
Investments shall be permitted so long as (i) no Event of Default shall exist before or after giving effect to such Investment and
(ii) the pro forma Total Net Leverage Ratio would be less than 3.50:1.00.


 


SECTION 6.03.     Indebtedness.
Create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)            Indebtedness
under the Loan Documents, including, without limitation, Incremental Term Loans and Incremental Revolving Loans;


 


(b)            Indebtedness
outstanding on the Effective Date and, to the extent constituting an aggregate principal amount of greater than $1,000,000 as set forth
on Schedule 6.03, and any Permitted Refinancing Indebtedness in respect thereof; provided that any such Indebtedness (including
any Permitted Refinancing Indebtedness in respect thereof), to the extent owed by a Loan Party to a Subsidiary that is not a Loan Party,
shall be unsecured and subordinated to the payment of the Obligations in a manner reasonably satisfactory to the Administrative Agent;


 






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(c)            (i) Guarantees
by the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Guarantor; (ii) Guarantees
by any Restricted Subsidiary that is not a Loan Party in respect of Indebtedness otherwise permitted hereunder of the Borrower or any
Restricted Subsidiary; and (iii) Guarantees by the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder
of Restricted Subsidiaries that are not Loan Parties to the extent such Guarantee constitutes an Investment permitted by Sections 6.02(c)(i) or
6.02(o);


 


(d)            obligations
(contingent or otherwise) of the Borrower or any Restricted Subsidiary existing or hereafter arising under any Swap Contract; provided
that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly
mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person,
or changes in the value of securities issued by such Person, and not for purposes of speculation; and (ii) such Swap Contract does
not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the
defaulting party (other than pursuant to customary netting or set-off provisions);


 


(e)            Indebtedness
of the Borrower or any Restricted Subsidiary in respect of Capital Leases and purchase money obligations for fixed or capital assets,
which may be secured by Liens under and within the applicable limitations set forth in Section 6.01(i); provided, however,
that the aggregate amount of all such Indebtedness at any one time outstanding pursuant to this clause (e) shall not exceed the
greater of (x) $50,000,000 and (y) 15% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the
most recent financial statements delivered under Section 5.01(a) or (b);


 


(f)            Indebtedness
of the Borrower or any Restricted Subsidiary owing to the Borrower or any Restricted Subsidiary to the extent constituting an Investment
permitted by Section 6.02(c) or 6.02(p); provided that, such Indebtedness, to the extent owed by a Loan Party to a Restricted
Subsidiary that is not a Loan Party, shall be subordinated to the payment of the Obligations in a manner reasonably satisfactory to the
Administrative Agent;


 


(g)            Indebtedness
incurred by a Restricted Subsidiary that is not organized under the laws of any political subdivision of the United States, which, when
aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (g) and then outstanding, does not
exceed the greater of (x) $35,000,000 and (y) 10% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based
on the most recent financial statements delivered under Section 5.01(a) or (b);


 


(h)            (x) unsecured
Indebtedness issued by the Borrower and its Restricted Subsidiaries, including Disqualified Equity Interests; provided that (i) the
pro forma Total Net Leverage Ratio would be less than the then applicable Maximum Total Net Leverage Ratio, (ii) the stated maturity
of such Indebtedness is not less than 91 days following the Latest Maturity Date at the time of incurrence of such unsecured Indebtedness
and the Weighted Average Life to Maturity of such Indebtedness is not shorter than the remaining Weighted Average Life to Maturity of
any Incremental Term Loans, and (iii) at the time of incurrence of such Indebtedness, there shall be no Event of Default, and (y) Permitted
Refinancing Indebtedness in respect of any Indebtedness incurred under the foregoing clause (x); provided, that the aggregate
amount of all Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties at any one time outstanding pursuant to this
clause (h) shall not exceed the greater of (i) $75,000,000 and (ii) 25% of Consolidated EBITDA of the Borrower and its
Restricted Subsidiaries based on the most recent financial statements delivered under Section 5.01(a) or (b);


 






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(i)            other
Indebtedness of the Borrower and its Restricted Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed
the greater of (x) $75,000,000 and (y) 25% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on
the most recent financial statements delivered under Section 5.01(a) or (b);


 


(j)            Notes
Indebtedness in an aggregate principal amount outstanding at any time not to exceed $600,000,000;


 


(k)            Indebtedness
of the Borrower or any of its Restricted Subsidiaries consisting of obligations to pay insurance premiums or take-or-pay obligations
contained in supply arrangements incurred in the ordinary course of business;


 


(l)            Indebtedness
consisting of obligations of the Borrower or its Restricted Subsidiaries under deferred consideration or other similar arrangements (including
earn-outs, indemnifications, incentive non-competes and other contingent obligations and agreements consisting of the adjustment of purchase
price or similar adjustments) incurred by such Person in connection with any Permitted Acquisition or Disposition permitted by Section 6.05
or any other Investment permitted under Section 6.02; provided that the aggregate principal amount of all such Indebtedness
of Restricted Subsidiaries that are not Loan Parties shall not exceed $25,000,000 in the aggregate at any time outstanding


 


(m)            Indebtedness
incurred by the Borrower or any of its Restricted Subsidiaries in respect of bank guarantees, warehouse receipts or similar instruments
(other than letters of credit) issued or created in the ordinary course of business consistent with past practice, including in respect
of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance,
or other Indebtedness with respect to reimbursement type obligations (other than obligations in respect of letters of credit) regarding
workers compensation claims;


 


(n)            obligations
in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by
the Borrower or any of its Restricted Subsidiaries;


 


(o)            Indebtedness
arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the
case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that
such Indebtedness is extinguished within five Business Days of incurrence;


 


(p)            Indebtedness
in respect of overdraft facilities, automatic clearinghouse arrangements, employee credit card programs, corporate cards and purchasing
cards, and other business cash management arrangements in the ordinary course of business, including Indebtedness arising under or in
connection with any Cash Management Agreement with a Cash Management Bank;


 


(q)            Indebtedness
incurred under commercial letters of credit issued for the account of the Borrower or any of its Restricted Subsidiaries in the ordinary
course of business (and not for the purpose of, directly or indirectly, incurring Indebtedness or providing credit support or a similar
arrangement in respect of Indebtedness) or Indebtedness of the Borrower or any of its Restricted Subsidiaries under letters of credit
and bank guarantees backstopped by Letters of Credit issued under this Agreement;


 






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(r)            Indebtedness
representing deferred compensation to employees of the Borrower or any of its Restricted Subsidiaries incurred in the ordinary course
of business;


  


(s)            (A) secured
or unsecured debt incurred or issued by the Borrower in respect of one of more series of notes or term loans (such debt, “Incremental
Equivalent Debt”) in an amount not to exceed in the aggregate the Incremental Available Amount; provided that, (i) no
Event of Default shall exist before or after giving effect to the incurrence of such Incremental Equivalent Debt; (ii) such Incremental
Equivalent Debt shall rank pari passu or junior with the Facilities in right of payment and shall rank pari passu or junior with the
Facilities in respect of security, or be unsecured, and shall not be Guaranteed by any Person that is not a Guarantor; (iii) [reserved],
(iv) subject to the limitations in clause (v) and (vi) below, the terms of such Incremental Equivalent Debt shall not
be materially more restrictive, taken as a whole, to the Borrower and the other Loan Parties than those set forth in this Agreement at
the time of incurrence of such Incremental Equivalent Debt unless (x) such terms apply only after the Latest Maturity Date at the
time such Incremental Equivalent Debt is established, (y) such terms are consistent with market terms, when taken as a whole, at
the time such Incremental Equivalent Debt is established (as determined by the Borrower in good faith) or (z) this Agreement is
amended so that such terms are also applicable for the benefit of any Lenders under any then-existing Facilities, (v) the Weighted
Average Life to Maturity of such Incremental Equivalent Debt shall be no shorter than the remaining Weighted Average Life to Maturity
of any then-outstanding Facility; (vi) the stated maturity of such Incremental Equivalent Debt shall be no shorter than the Latest
Maturity Date at the time of incurrence of such Incremental Equivalent Debt; and (vii) if such debt (x) is secured by a Lien
which ranks pari passu with the Facilities, then the collateral agent, trustee or other representative acting on behalf of the holders
of such Incremental Equivalent Debt shall have executed and delivered a joinder to the Pari Passu Intercreditor Agreement to the Administrative
Agent (or such other intercreditor agreement reasonably satisfactory to the Administrative Agent) in accordance with the terms thereof
or (y) is secured by a Lien which ranks junior to the Facilities then the collateral agent, trustee or other representative acting
on behalf of the holders of such Incremental Equivalent Debt shall have executed and delivered an intercreditor agreement reasonably
satisfactory to the Administrative Agent; provided that if such Indebtedness is the initial issuance of Indebtedness designated
as “Other First Lien Obligations” under the Pari Passu Intercreditor Agreement, then the Borrower, the Guarantors, the Administrative
Agent and the representative and collateral trustee for such Other First Lien Obligations shall have executed and delivered the Pari
Passu Intercreditor Agreement (or such other intercreditor agreement reasonably satisfactory to the Administrative Agent) and (B) Permitted
Refinancing Indebtedness in respect of any Indebtedness incurred under the foregoing clause (A) (provided that any such Permitted
Refinancing Indebtedness incurred in reliance on clause (x) of the definition of Incremental Available Amount shall be deemed to
be a utilization of such clause (x) for purposes hereof); and


 


(t)            (x) Indebtedness
assumed in connection with a Permitted Acquisition so long as (i) such Indebtedness existed prior to the consummation of such Permitted
Acquisition, (ii) such Indebtedness is not created in contemplation of such Permitted Acquisition, (iii) such Indebtedness
is solely the obligation of such Person, and not of the Borrower or any other Restricted Subsidiary (other than any Person acquired by
the Borrower or any Restricted Subsidiary as a result of such Permitted Acquisition and any Restricted Subsidiary of such acquired Person
as of the date of such Permitted Acquisition) and (iv) the Borrower is in pro forma compliance with the financial covenants set
forth in Section 6.11 and (y) Permitted Refinancing Indebtedness in respect of any Indebtedness assumed under the foregoing
clause (x).


 






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Further,
for purposes of determining compliance with this Section 6.03, (A) Indebtedness need not be permitted solely by reference to
one category of permitted Indebtedness described in Sections 6.03(a) through (t) but may be permitted in part under any
combination thereof and (B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more
of the categories of permitted Indebtedness described in Sections 6.03(a) through (t), the Borrower shall, in its sole discretion,
classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that
complies with this Section 6.03 and will only be required to include the amount and type of such item of Indebtedness (or any portion
thereof) in one of the categories of Indebtedness permitted in this Section 6.03; provided, however, that, notwithstanding
the foregoing, (i) all Indebtedness outstanding on the Effective Date (other than Obligations or Indebtedness constituting an aggregate
principal amount of $1,000,000 or less) and set forth on Schedule 6.03 shall at all times be deemed to have been incurred and to
exist pursuant to Section 6.03(b), (ii) all obligations under Swap Contracts shall at all times be deemed to have been incurred
and to exist pursuant to Section 6.03(h) and (iii) all Incremental Equivalent Debt shall at all times be deemed to have
been incurred and to exist pursuant to Section 6.03(s).


  


SECTION 6.04.     Fundamental
Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except
that, so long as no Event of Default exists or would result therefrom:


 


(a)            any
Subsidiary may merge with (i) the Borrower; provided that the Borrower shall be the continuing or surviving Person and (ii) any
Subsidiary; provided that (A) when any wholly-owned Subsidiary is merging with another Subsidiary, a wholly-owned Subsidiary
shall be the continuing or surviving Person, (B) when any Restricted Subsidiary is merging with another Subsidiary, a Restricted
Subsidiary shall be the continuing or surviving Person, (C) when any Guarantor is merging with another Subsidiary, the continuing
or surviving Person shall be a Guarantor and (D) if as a result thereof, the Borrower owns, directly or indirectly, less of such
Subsidiary’s equity interests than it did prior to the merger, such merger shall also constitute a Disposition subject to Section 6.05
(and must be permitted by any clause thereof other than Section 6.05(g));


 


(b)            a
merger, dissolution, liquidation, consolidation or Disposition (i) of any Immaterial Subsidiary or (ii) the purpose of which
is to effect a Disposition permitted pursuant to Section 6.05 (other than Section 6.05(g))


 


(c)            the
Borrower or any Restricted Subsidiary may consummate any Permitted Acquisition or any other Investment permitted by Section 6.02(k) or
(o); provided that (i) in any such transaction involving the Borrower, the Borrower shall be the continuing or surviving
Person; and (ii) in any such transaction involving a Guarantor, the continuing or surviving Person shall be a Guarantor; and


 


(d)            any
Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) (i) to
the Borrower or to a Guarantor; or (ii) if the transferor is not a Guarantor, to any other Restricted Subsidiary; provided
in each case that (A) if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the
Borrower or a wholly-owned Subsidiary, (B) if the transferor in such a transaction is a wholly-owned Restricted Subsidiary, then
the transferee must either be the Borrower or a wholly-owned Restricted Subsidiary and (C) to the extent that the transferee is
not the Borrower or a wholly-owned Subsidiary (based on the percentage of such transferee which is not owned directly or indirectly by
the Borrower), the Disposition shall constitute a Disposition subject to Section 6.05 and shall be permitted under this Section 6.04
so long as it is permitted by any clause of Section 6.05 other than Section 6.05(g);


 


SECTION 6.05.      Dispositions.
Make any Disposition or enter into any agreement to make any Disposition, except:


 


(a)            Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired in the ordinary course of business and Dispositions of property
no longer used or useful in the conduct of the business of the Borrower and its Restricted Subsidiaries (including, in Borrower’s
reasonable business judgment, allowing any registrations or any applications for registration of any IP Rights to lapse or go abandoned);


 






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(b)            Dispositions
of inventory in the ordinary course of business;


 


(c)            Dispositions
of property 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 reasonably promptly applied to the purchase price of such replacement property;


 


(d)            Dispositions
of property by the Borrower to any Restricted Subsidiary, or by any Restricted Subsidiary to the Borrower or to a Restricted Subsidiary;
provided that if the transferor of such property is the Borrower or a Guarantor, the transferee thereof must either be the Borrower
or a Guarantor;


 


(e)            Dispositions
of accounts receivable for purposes of collection;


 


(f)            Dispositions
of investment securities and Cash Equivalents in the ordinary course of business;


 


(g)            (A) Dispositions
permitted by Section 6.04 (other than Section 6.04(a)(ii)(D), Section 6.04(b) or Section 6.04(d)(ii)(C)); (B) Dispositions
that constitute Investments permitted by Section 6.02 (other than Section 6.02(g)); and (C) Dispositions that constitute
Restricted Payments permitted by Section 6.06;


 


(h)            licensing
or sublicensing of IP Rights in the ordinary course of business;


 


(i)            transfers
of condemned property as a result of the exercise of “eminent domain” or other similar policies to the respective Governmental
Authority or agency that has condemned the same (whether by deed in lieu of condemnation or otherwise), and transfers of property that
have been subject to a casualty to the respective insurer of such real property as part of an insurance settlement;


 


(j)            Dispositions
by the Borrower and its Restricted Subsidiaries of property not otherwise permitted under this Section 6.05; provided that
(i) at the time of such Disposition and after giving effect thereto, no Event of Default shall exist or would result from such Disposition,
(ii) the consideration received for such property shall be in an amount at least equal to the fair market value thereof and (iii) no
less than 75% of such consideration shall be paid in cash; provided, however, that for the purposes of clause (iii), the
following shall be deemed to be cash: (A) any liabilities (as shown on the Borrower’s or the applicable Restricted Subsidiary’s
most recent balance sheet provided hereunder or in the footnotes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities
that are by their terms subordinated to the Obligations) that are assumed by the transferee with respect to the applicable Disposition
and for which the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing
and (B) any securities received by the Borrower or the applicable 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;


 


(k)            Dispositions
by the Borrower and its Restricted Subsidiaries of property acquired after the Effective Date in Permitted Acquisitions; provided
that (i) the Borrower identifies any such assets to be divested in reasonable detail in writing to the Administrative Agent
within 180 days following the closing of such Permitted Acquisition and (ii) the fair market value of the assets to be divested
in connection with any Permitted Acquisition does not exceed an amount equal to 35% of the total cash and non-cash consideration for
such Permitted Acquisition; and


 


(l)            leases,
licenses, subleases or sublicenses granted to others in the ordinary course of business which do not interfere in any material respect
with the business of the Borrower or any Restricted Subsidiary.


 






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SECTION 6.06.     Restricted
Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do
so, except that:


 


(a)            each
Restricted Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any other Person (including any other Restricted
Subsidiary) that owns an Equity Interest in such Restricted Subsidiary ratably according to their respective holdings of the type of
Equity Interest in respect of which such Restricted Payment is being made;


 


(b)            the
Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in Qualified Equity
Interests of such Person, in the case of a Restricted Subsidiary, ratably to each Person that owns an Equity Interest in such Restricted
Subsidiary of the class of Equity Interest in respect of which the Restricted Payment is being made;


 


(c)            the
Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received
from the substantially concurrent issue of new shares of its Qualified Equity Interests;


 


(d)            the
Borrower and each Restricted Subsidiary may make Restricted Payments pursuant to and in accordance with their stock option, stock purchase
and other benefit plans of general application to management, directors or other employees of the Borrower and its Restricted Subsidiaries,
as adopted or implemented in the ordinary course of business;


 


(e)            so
long as no Default shall have occurred and be continuing at the time of any action described in this clause (e) or would result
therefrom, the Borrower may (i) declare and make cash dividends to its stockholders in respect of Qualified Equity Interests and
(ii) purchase, redeem or otherwise acquire for cash Qualified Equity Interests issued by it in an aggregate amount with respect
to clauses (i) and (ii) collectively from and after the Effective Date not to exceed the sum of (1) the greater of $75,000,000
and 25% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries based on the most recent financial statements delivered
under Section 5.01(a) or (b) plus (2) so long as the pro forma Total Net Leverage Ratio would be less than
3.50:1.00, an amount not to exceed the Available Amount at the time of the making of such dividend, purchase, redemption or acquisition
plus (3) any Net Equity Proceeds; provided that, in the case of each of clauses (i) and (ii) above, the
Borrower is in pro forma compliance with the financial covenants set forth in Section 6.11;


 


(f)            so
long as no Default shall have occurred and be continuing at the time of any action described in this clause (f) or would result
therefrom, the Borrower may declare and make cash dividends to its stockholders in respect of Disqualified Equity Interests if the pro
forma Total Net Leverage Ratio would be less than 3.50:1.00;


 


(g)            Investments
pursuant to Section 6.02(c) shall be permitted;


 


(h)            non-cash
repurchases of Equity Interests of the Borrower deemed to occur (i) upon the non-cash exercise of stock options and warrants or
similar equity incentive awards, and (ii) in connection with the withholding of a portion of the Equity Interests granted or awarded
to a director or an employee to pay for the taxes payable by such director or employee upon such grant or award shall be permitted;


 






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(i)            the
Borrower or any of its Restricted Subsidiaries may (i) pay cash in lieu of fractional shares in connection with any dividend, split
or combination thereof or any Permitted Acquisition 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;


  


(j)            the
payment of dividends and distributions within forty five (45) 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 6.06 shall be permitted;


 


(k)            the
purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all holders
of common stock of the Borrower pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from
unfair takeover tactics shall be permitted; provided that any such purchase, redemption, acquisition, cancellation or other retirement
of such rights is not for the purpose of evading the limitations of this covenant (all as determined in good faith by a Responsible Officer
that is a senior financial officer of the Borrower); and


 


(l)            unlimited
Restricted Payments shall be permitted so long as (i) no Default shall exist before or after giving effect to such Restricted Payment
and (ii) the pro forma Total Net Leverage Ratio would be less than 2.50:1.00.


 


SECTION 6.07.     Change
in Nature of Business. Engage in any material line of business substantially different from the Permitted Business.


 


SECTION 6.08.     Transactions
with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course
of business, other than on fair and reasonable terms not materially less favorable to the Borrower or such Restricted Subsidiary than
would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person
other than an Affiliate, provided that the foregoing restriction shall not apply to:


 


(a)            transactions
between or among Loan Parties or between and among Restricted Subsidiaries that are not Loan Parties;


 


(b)            the
payment of reasonable fees, expenses and compensation (including equity compensation) to and insurance provided on behalf of current,
former and future officers and directors of the Borrower or any of its Restricted Subsidiaries and indemnification agreements entered
into by the Borrower or any of its Restricted Subsidiaries;


 


(c)            employment
and severance arrangements with current, former and future officers and employees and transactions pursuant to stock option plans and
employee benefit plans and arrangements in the ordinary course of business;


 


(d)            transactions
pursuant to agreements in existence on the Effective Date and set forth on Schedule 6.08 or any amendment thereto to the extent
such an amendment is not adverse to the Lenders in any material respect;


 


(e)            Restricted
Payments made pursuant to Section 6.06;


 


(f)            transactions
between or among Loan Parties and Restricted Subsidiaries who are not Loan Parties, provided any such transaction does not adversely
impact the Collateral securing the Obligations or the guarantees of the Obligations, impair the rights of or benefits or remedies available
to the Secured Parties under any Loan Document or result in (and are not reasonably expected to result in) a Material Adverse Effect;
provided that, during the continuance of an Event of Default, any amounts payable by a Loan Party to a Restricted Subsidiary that
is not a Loan Party in connection with any such transactions shall be subordinated to the payment of the Obligations; and


 






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(g)            the
pledge of Equity Interests of Unrestricted Subsidiaries.


 


SECTION 6.09.     Restrictive
Agreements. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the
ability (i) of any Restricted Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property
to the Borrower or any Guarantor, (ii) of any Restricted Subsidiary to Guarantee the Indebtedness of the Borrower hereunder or (iii) of
the Borrower or any Restricted Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person to secure the
Obligations; provided, however, that clauses (i) and (iii) shall not prohibit any negative pledge or similar
provision, or restriction on transfer of property, incurred or provided in favor of any holder of Indebtedness permitted under Section 6.03(e) solely
to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or any other property
securing any other Indebtedness permitted under Section 6.03(e); or (b) requires the grant of a Lien to secure an obligation
of such Person if a Lien is granted to secure another obligation of such Person. Notwithstanding the foregoing, this Section 6.09
will not restrict or prohibit:


 


(A)            to
the extent constituting a limitation described in Section 6.09(a)(i), restrictions imposed pursuant to an agreement that has been
entered into in connection with a transaction permitted pursuant to Section 6.05 with respect to the property that is subject to
that transaction;


 


(B)            restrictions
imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.01(b), (d) (to the extent secured
under Section 6.01(w)), (e) (to the extent secured under Section 6.01(i)(i)), (g) (to the extent secured under Section 6.01(l)),
(j) or (s) (to the extent secured under Section 6.01(i)(ii)), in each case in respect of the limitation described in Section 6.09(a)(iii),
to the extent that such restrictions apply only to the property or assets securing such Indebtedness;


 


(C)            provisions
restricting subletting or assignment of Contractual Obligations;


 


(D)            to
the extent constituting a limitation described in Section 6.09(a)(i), restrictions contained in Indebtedness permitted under (x) Section 6.03(g) or
(y) Section 6.03(h) or (i) so long as, in the case of this clause (y), such restrictions are no more restrictive,
taken as a whole, to the Borrower and its Restricted Subsidiaries than the restrictions or covenants contained in this Agreement;


 


(E)            to
the extent constituting a limitation described in Section 6.09(a)(i), provisions with respect to the disposition or distribution
of assets or property in joint venture agreements and other similar agreements entered into by the Borrower and its Restricted Subsidiaries
in the ordinary course of business;


 


(F)            to
the extent constituting a limitation described in Section 6.09(a)(i), restrictions on cash or other deposits or net worth imposed
by customers on the Borrower and its Restricted Subsidiaries under contracts entered into in the ordinary course of business;


 


(G)            to
the extent constituting a limitation described in Section 6.09(a)(i), encumbrances or restrictions arising or agreed to in the ordinary
course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property
or assets of the Borrower or any of its Restricted Subsidiaries in any manner material to the Borrower or any of its Restricted Subsidiaries;
or


 






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(H)            to
the extent constituting a limitation described in Section 6.09(a)(i), encumbrances or restrictions existing under, by reason of
or with respect to customary provisions contained in leases or licenses IP Rights and other agreements, in each case, entered into by
the Borrower or any of its Restricted Subsidiaries in the ordinary course of business.


 


SECTION 6.10.     Use
of Proceeds. Request any Credit Event, use, or allow any of its Restricted Subsidiaries to use, the proceeds of any Credit Event,
directly or, to the knowledge of the Borrower, indirectly (a) in furtherance of an offer, payment, promise to pay or authorization
of the payment or giving of money, or anything else of value to any Person in violation of Anti-Corruption Laws, (b) for the purpose
of funding, financing or facilitating any activities, business or transaction of, or with, any Sanctioned Person or in any Sanctioned
Country or in any other manner that would result in a violation of Sanctions by any Person, or (c) to purchase or carry margin stock
(within the meaning of Regulation U of the Federal Reserve Board) or to extend credit to others for the purpose of purchasing or carrying
margin stock or to refund indebtedness originally incurred for such purpose.


 


SECTION 6.11.     Financial
Covenants.


 


(a)            Maximum
Total Leverage Ratio. Commencing with the fiscal quarter ending January 31, 2022, permit the Total Net Leverage Ratio as of
the last day of any four fiscal quarter period of the Borrower to be greater than 5.00 to 1.00 (the “Maximum Total Net Leverage
Ratio”).


 


(b)            Minimum
Consolidated Interest Coverage Ratio. Commencing with the fiscal quarter ending January 31, 2022, permit the Consolidated Interest
Coverage Ratio as of the last day of any four fiscal quarter period of the Borrower to be less than 3.00 to 1.00.


 


SECTION 6.12.     Amendments
to Organization Documents. Amend any of its Organization Documents in a manner materially adverse to the Lenders.


 


SECTION 6.13.     Fiscal
Year. Make any change in its (a) accounting policies or financial reporting practices, except as required by GAAP, or (b) Fiscal
Year.


 


SECTION 6.14.     Prepayments
of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or
make any payment in violation of any subordination terms of, any subordinated, unsecured or junior secured Indebtedness (collectively,
the “Junior Indebtedness”), except, in each case, so long as no Event of Default has occurred and is continuing or
would be caused thereby, for (a) the refinancing thereof with the proceeds of any Permitted Refinancing Indebtedness permitted by
Section 6.03, (b) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary owed to the Borrower or any Restricted
Subsidiary to the extent not prohibited by the subordination provisions applicable thereto, (c) prepayments, redemptions, purchases
or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) in an amount not
to exceed the sum of (1) the greater of $75,000,000 and 25% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries
based on the most recent financial statements delivered under Section 5.01(a) or (b) plus (2) so long as the pro
forma Total Net Leverage Ratio would be less than 3.75:1.00, an amount not to exceed the Available Amount at the time of the making of
such prepayment, redemption, repurchase or other payment plus (3) any Net Equity Proceeds, (d) unlimited prepayments, redemptions,
purchases or other payments made to satisfy Junior Indebtedness (not in violation of any subordination terms in respect thereof) shall
be permitted so long as the pro forma Total Net Leverage Ratio would be less than 3.00:1.00, and (e) payments of regularly scheduled
interest and fees due under any document, agreement or instrument evidencing any Junior Indebtedness or entered into in connection with
any Junior Indebtedness, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder,
scheduled payments thereon necessary to avoid the Junior Indebtedness from constituting “applicable high yield discount obligations”
within the meaning of Section 163(i)(1) of the Code and principal on the scheduled maturity date of any Junior Indebtedness
(or within ninety (90) days thereof), in each case to the extent not expressly prohibited by the subordination provisions applicable
thereto, if any.


 






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SECTION 6.15.     Sale
and Leaseback Transactions. Enter into any sale-leaseback transaction in which any Loan Party is the seller or the lessee unless
the disposition of assets is permitted under Section 6.05 and the incurrence of indebtedness is permitted by Section 6.03.


 


SECTION 6.16.     Amendments
to Indebtedness. Amend, modify, or change in any manner any term or condition of any Indebtedness set forth on Schedule 6.03
or any Junior Indebtedness, in each case, in a manner materially adverse to the Lenders or that would effect a prepayment, redemption
or repurchase or a Restricted Payment not otherwise permitted under Section 6.06 or Section 6.14, as applicable.


 


Article VII

Events of Default


 


SECTION 7.01.     Events
of Default. Each of the following shall constitute an Event of Default (each, an “Event of Default”):


 


(a)            Non-Payment.
The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan
or any LC Obligation, or (ii) within five Business Days after the same becomes due, any interest on any Loan or on any LC Obligation,
or any fee due hereunder, or (iii) within five Business Days after the same becomes due, any other amount payable hereunder or under
any other Loan Document; or


 


(b)            Specific
Covenants. (i) The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 5.03(a),
5.04 (with respect to the Borrower’s existence), 5.10, 5.11, 5.13 or Article 6; or


 


(c)            Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or
(d) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after the
Administrative Agent provides written notice to the Borrower of such failure; or


 


(d)            Representation
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower
or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be
incorrect in any material respect when made or deemed made; or


 






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(e)            Cross-Default.
(i) The Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) (A) fails to make any payment when due
(whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee
(other than Indebtedness under the Loan Documents and Indebtedness under Swap Contracts) having an aggregate principal amount (including
undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement)
of more than the Threshold Amount (provided that this clause (A) shall not apply to any breach or default that is (I) remedied
by the Borrower or the applicable Restricted Subsidiary or (II) waived (including in the form of amendment) by the required holders
of the applicable Indebtedness, in each case of clauses (I) and (II), prior to the acceleration of the Loans pursuant to Section 7.02)
or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained
in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, in each case after any applicable
grace, cure or notice period, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries)
to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased
or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to
its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (provided that this
clause (B) shall not apply to secured Indebtedness that becomes due as a result of the sale, transfer or other disposition (including
as a result of a casualty or condemnation event) of the property or assets securing such Indebtedness (to the extent such sale, transfer
or other disposition is not prohibited under this Agreement); provided, further, that this clause (B) shall not apply
to any breach or default that is (I) remedied by the Borrower or the applicable Restricted Subsidiary or (II) waived (including
in the form of amendment) by the required holders of the applicable Indebtedness, in each case of clauses (I) and (II), prior to
the acceleration of the Loans pursuant to Section 7.02) or (ii) there occurs under any Swap Contract an Early Termination Date
(as defined, or as such comparable term may be used and defined, in such Swap Contract) resulting from (A) any event of default
under such Swap Contract as to which the Borrower or any Restricted Subsidiary is the Defaulting Party (as defined, or as such comparable
term may be used and defined, in such Swap Contract) or (B) any Termination Event (as defined, or as such comparable term may be
used and defined, in such Swap Contract) under such Swap Contract as to which the Borrower or any Restricted Subsidiary is an Affected
Party (as defined, or as such comparable term may be used and defined, in such Swap Contract) and, in either event, the Swap Termination
Value owed by the Borrower or such Restricted Subsidiary as a result thereof is greater than the Threshold Amount; or


  


(f)            Insolvency
Proceedings, Etc. Any Loan Party or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) institutes or consents
to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for
or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it
or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60
calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property
is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is
entered in any such proceeding; or


 


(g)            Inability
to Pay Debts; Attachment. (i) The Borrower or any Restricted Subsidiary (other than an Immaterial Subsidiary) becomes unable
or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment
or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released,
vacated or fully bonded within 60 days after its issue or levy; or


 






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(h)            Judgments.
There is entered against the Borrower or any Restricted Subsidiary (i) one or more final judgments or orders for the payment of
money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that
have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 60 consecutive days during which
a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


  


(i)            ERISA.
(i) An ERISA Event occurs that alone or together with any other ERISA Events that have occurred would reasonably be expected to
result in a Material Adverse Effect, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of
any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or


 


(j)            Invalidity
of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder including the release or termination thereof by the Administrative Agent or the Required
Lenders or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in any manner
the validity or enforceability of any material provision of any Loan Document; or any Loan Party denies that it has any or further liability
or obligation under any Loan Document, or purports to revoke, terminate or rescind any material provision of any Loan Document; or


 


(k)            Change
of Control. There occurs any Change of Control; or


 


(l)            Collateral
Documents. Any Collateral Document after delivery thereof pursuant to Article 4 or Section 5.11 shall for any reason (other
than pursuant to the terms hereof) cease to create a valid and perfected first priority Lien (subject to Permitted Prior Liens and any
exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties reasonably acceptable to the Administrative Agent)
on the Collateral purported to be covered thereby; or


 


(m)            Non-Bank
Trustee. So long as the Borrower relies on its designation as a nonbank trustee, the Borrower (i) shall fail to timely comply
with the requirement to annually submit a status verification form to the IRS’s Employee Plans Compliance Unit in accordance with
applicable law and IRS guidelines and such failure continues for 60 days or (ii) shall receive a notice of revocation from the IRS
regarding the Borrower’s approval as a nonbank trustee.


 


SECTION 7.02.     Remedies
Upon an Event of Default. If an Event of Default occurs (other than an event with respect to the Borrower described in Section 7.01(f)),
and at any time thereafter during the continuance of such Event of Default, the Administrative Agent may with the consent of the Required
Lenders, and shall at the request of the Required Lenders, by notice to the Borrower, take any or all of the following actions, at the
same or different times:


 


(a)            terminate
the Commitments, and thereupon the Commitments shall terminate immediately;


 


(b)            declare
the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable
may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together
with accrued interest thereon and all fees and other Obligations accrued hereunder and under any other Loan Document, shall become due
and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower
and the other Loan Parties;


 






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(c)            require
that the Borrower provide cash collateral as required in Section 2.06(j); and


 


(d)            exercise
on behalf of itself, the Lenders and the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under
the Loan Documents and applicable law.


 


If an Event of Default described
in Section 7.01(f) occurs with respect to the Borrower, the Commitments shall automatically terminate and the principal of
the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Obligations
accrued hereunder and under any other Loan Document, shall automatically become due and payable, and the obligation of the Borrower to
cash collateralize the LC Exposure as provided in clause (c) above shall automatically become effective, in each case, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.


 


In addition to any other
rights and remedies granted to the Administrative Agent and the Lenders in the Loan Documents, the Administrative Agent on behalf of
the Lenders may exercise all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality
of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice
of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived by the Borrower on behalf of itself and its Subsidiaries), may in such
circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by
any Loan Party of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable,
and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit
bid on behalf of the Secured Parties, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels
at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere,
upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery,
all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales,
and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold,
free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released by the Borrower on behalf
of itself and its Subsidiaries. The Borrower further agrees on behalf of itself and its Subsidiaries, at the Administrative Agent’s
request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall
reasonably select, whether at the premises of the Borrower, another Loan Party or elsewhere. The Administrative Agent shall apply the
net proceeds of any action taken by it pursuant to this Article VII, after deducting all reasonable costs and expenses of
every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating
to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and
disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after
such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of
the New York Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent
permitted by applicable law, the Borrower on behalf of itself and its Subsidiaries waives all Liabilities it may acquire against the
Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other
disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before
such sale or other disposition.


 






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SECTION 7.03.     Application
of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of
Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders:


  


(a)            all
payments received on account of the Obligations shall, subject to Section 2.21 and any Pari Passu Intercreditor Agreement then in
effect, be applied by the Administrative Agent as follows:


 


(i)            first,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative
Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 9.03 and
amounts pursuant to Section 2.12(c) payable to the Administrative Agent in its capacity as such);


 


(ii)            second,
to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal, reimbursement
obligations in respect of LC Disbursements, interest and Letter of Credit fees) payable to the Lenders, the Issuing Banks and the other
Secured Parties (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 9.03)
arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable
to them;


 


(iii)            third,
to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the Loans
and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described
in this clause (iii) payable to them;


 


(iv)            fourth,
(A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements,
(B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise
cash collateralized by the Borrower pursuant to Section 2.06 or 2.21; provided that (x) any such amounts applied pursuant
to subclause (B) above shall be paid to the Administrative Agent for the account of the Issuing Banks to cash collateralize
Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.21, amounts used to cash collateralize the aggregate
amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as
they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral
shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.03 and (C) to any other amounts
owing with respect to Secured Cash Management Obligations and Secured Hedging Obligations, in each case, ratably among the Lenders and
the Issuing Banks and any other applicable Secured Parties in proportion to the respective amounts described in this clause (iv) payable
to them;


 


(v)            fifth,
to the payment in full of all other Obligations, in each case ratably among the Administrative Agent, the Lenders, the Issuing Banks
and the other Secured Parties based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the
respective amounts thereof then due and payable; and


 


(vi)            finally,
the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by law; and


 


(b)            if
any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending
drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.


 






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Article VIII

The Administrative Agent


 


SECTION 8.01.     Authorization
and Action.


 


(a)            Each
Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and
its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and each
Issuing Bank authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement
and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably
incidental thereto. Further, each of the Lenders and the Issuing Banks, on behalf of itself and any of its Affiliates that are Secured
Parties, hereby irrevocably empower and authorize JPMorgan Chase Bank, N.A. (in its capacity as Administrative Agent) to execute and
deliver the Collateral Documents and all related documents or instruments as shall be necessary or appropriate to effect the purposes
of the Collateral Documents. In addition, to the extent required under the laws of any jurisdiction other than within the United States,
each Lender and each Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any
Collateral Document governed by the laws of such jurisdiction on such Lender’s or the Issuing Bank’s behalf. Without limiting
the foregoing, each Lender and each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its
obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies
that the Administrative Agent may have under such Loan Documents.


 


(b)            As
to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked
in writing, such instructions shall be binding upon each Lender and each Issuing Bank; provided, however, that the Administrative
Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability
unless the Administrative Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders and the
Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including
any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization
or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of
any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that
the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action
and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents,
the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating
to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as
Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend
or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.


 






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(c)            In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf
of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the
Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:


 


(i)            the
Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the
agent, fiduciary or trustee of or for any Lender, any Issuing Bank or any other Secured Party other than as expressly set forth herein
and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood
and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to
the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency
doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an
administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against
the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or
the transactions contemplated hereby;


 


(ii)            where
the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been
created pursuant to a Loan Document expressed to be governed by the laws of any jurisdiction other than the United States of America,
or is required or deemed to hold any Collateral “on trust” pursuant to the foregoing, the obligations and liabilities of
the Administrative Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable
law; and


 


(iii)            nothing
in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element
of any sum received by the Administrative Agent for its own account.


 


(d)            The
Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory
provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible
for the negligence or misconduct of any sub-agent 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-agent.


 


(e)            None
of any Co-Syndication Agent, any Co-Documentation Agent or any Arrangers shall have obligations or duties whatsoever in such capacity
under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons
shall have the benefit of the indemnities provided for hereunder.


 


(f)            In
case of the pendency of any proceeding with respect to any Loan Party under any federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement 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 any Loan Party) shall be entitled and empowered (but not obligated)
by intervention in such proceeding or otherwise:


 






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(iv)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements
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 Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15,
2.17 and 9.03) allowed in such judicial proceeding; and


 


(v)            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 proceeding is hereby authorized by each Lender, each Issuing Bank and
each other Secured Party 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, the Issuing Banks or the other Secured Parties, to pay to the Administrative
Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03).
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 any Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the
rights of any Lender or any Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or any
Issuing Bank in any such proceeding.


 


(g)            [reserved.]


 


(h)            The
provisions of this Article VIII are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks,
and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this
Article VIII, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third
party beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of
the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions
of this Article VIII.


 


SECTION 8.02.     Administrative
Agent’s Reliance, Limitation of Liability, Etc.


 


(a)            Neither
the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such
party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents
(x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan
Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise
determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in
this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (including, for the avoidance
of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf,
or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of any Loan Party to
perform its obligations hereunder or thereunder.


 






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(b)            The
Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or
described in Section 5.03 unless and until written notice thereof stating that it is a “notice under Section 5.03”
in respect of this Agreement and identifying the specific clause under said Section is given to the Administrative Agent by the
Borrower or (ii) notice of any Default or Event of Default unless and until written notice thereof (stating that it is a “notice
of Default” or a “notice of an Event of Default”) is given to the Administrative Agent by the Borrower, a Lender or
the Issuing Banks. Further, the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report
or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event of Default, (iv) the
sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document,
(v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm
receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative Agent or satisfaction
of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent
or (vi) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral. Notwithstanding anything
herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any Liabilities, costs or expenses suffered
by the Borrower, any Subsidiary, any Lender or any Issuing Bank as a result of, any determination of the Credit Exposure, any of the
component amounts thereof or any portion thereof attributable to each Lender or any Issuing Bank or any Dollar amount thereof.


 


(c)            Without
limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory
note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b),
(iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected
by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or any Issuing Bank and shall not be responsible
to any Lender or the Issuing Banks for any statements, warranties or representations made by or on behalf of any Loan Party in connection
with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan,
or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, may presume
that such condition is satisfactory to such Lender or such Issuing Bank unless the Administrative Agent shall have received notice to
the contrary from such Lender or such Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such Letter
of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other
Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic
message, Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed
by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact
meets the requirements set forth in the Loan Documents for being the maker thereof).


 






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SECTION 8.03.      Posting
of Communications.


 


(a)            The
Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and
the Issuing Banks by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic platform
chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).


  


(b)            Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented
or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system)
and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lenders, each of the Issuing Banks and the Borrower acknowledges and agrees that the
distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for
approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there
may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and the Borrower
hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of
such distribution.


 


(c)            THE
APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS.
  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES
IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY ARRANGERS,
ANY CO-SYNDICATION AGENT, ANY CO-DOCUMENTATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”)
HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING
DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING
OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED
ELECTRONIC PLATFORM.


 


(d)            Each
Lender and each Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted
to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan
Documents. Each Lender and each Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form
of electronic communication) from time to time of such Lender’s or each Issuing Bank’s (as applicable) email address to which
the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.


 


(e)            Each
of the Lenders, each of the Issuing Bank and the Borrower agrees that the Administrative Agent may, but (except as may be required by
applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative
Agent’s generally applicable document retention procedures and policies.


 


(f)            Nothing
herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication
pursuant to any Loan Document in any other manner specified in such Loan Document.


 






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SECTION 8.04.       The
Administrative Agent Individually. With respect to its Commitments, Loans (including Swingline Loans) and Letters of Credit, the
Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same
obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank, as the case may be. The terms
 “Issuing Banks”, “Lenders”, “Required Lenders”, “Required Revolving Lenders” and any
similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a
Lender, an Issuing Bank or as one of the Required Lenders or Required Revolving Lenders, as applicable. The Person serving as the Administrative
Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory
capacity for and generally engage in any kind of banking, trust or other business with, the Borrower, any Subsidiary or any Affiliate
of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the
Lenders or the Issuing Banks.


  


SECTION 8.05.       Successor
Administrative Agent.


 


(a)            The
Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Banks and
the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall
have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of
notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor
Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such
appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall
not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent
by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers,
privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor
Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and
the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring
Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights
as Administrative Agent under the Loan Documents.


 


(b)            Notwithstanding
paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative
Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrower, whereupon, on the date
of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest
granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative
Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue
to be entitled to the rights set forth in such Collateral Document and Loan Document, and, in the case of any Collateral in the possession
of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent
is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative
Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain
the perfection of any such security interest) and (ii) the Required Lenders shall succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder
or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall
be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the
Administrative Agent shall directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative
Agent’s resignation from its capacity as such, the provisions of this Article VIII and Section 9.03, as well as any exculpatory,
reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring
Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any
of them while the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso
under clause (i) above.


 






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SECTION 8.06.     Acknowledgements
of Lenders and Issuing Banks.


 


(a)            Each
Lender and each Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility,
(ii) it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may be
applicable to such Lender or the Issuing Bank, in each case in the ordinary course of business, and not for the purpose of purchasing,
acquiring or holding any other type of financial instrument (and each Lender and each Issuing Bank agrees not to assert a claim in contravention
of the foregoing), (iii) it has, independently and without reliance upon the Administrative Agent, any Arrangers, any Co-Syndication
Agent, any Co-Documentation Agent or any other Lender or the Issuing Bank, or any of the Related Parties of any of the foregoing, and
based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement
as a Lender, and to make, acquire or hold Loans hereunder and (iv) it is sophisticated with respect to decisions to make, acquire
and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or the Issuing Bank,
and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide
such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities. Each
Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arrangers,
any Co-Syndication Agent, any Co-Documentation Agent or any other Lender or Issuing Bank, or any of the Related Parties of any of the
foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the
United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to
make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.


 


(b)            Each
Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment
and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged
receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by
or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.


 


(i)            Each
Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in
its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,
prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were
erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion thereof),
such Lender shall promptly, but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount
of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect
of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid
to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such
Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off or recoupment
with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received, including without
limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative Agent to any
Lender under this Section 8.06(b) shall be conclusive, absent manifest error.


 






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(ii)            Each
Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that
is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or
any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied
by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment. Each Lender
agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender
shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall promptly,
but in no event later than one (1) Business Day thereafter, return to the Administrative Agent the amount of any such Payment (or
portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and
including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative
Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation from time to time in effect.


 


(iii)            The
Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not recovered
from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all
the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise
satisfy any Obligations (or any other Obligations) owed by the Borrower or any other Loan Party.


 


(iv)            Each
party’s obligations under this Section 8.06(b) shall survive the resignation or replacement of the Administrative Agent
or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction
or discharge of all Obligations under any Loan Document.


 






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SECTION 8.07.     Collateral
Matters.


 


(a)            Except
with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to
file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral
or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents
may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity,
the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party”
as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations,
the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured
Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent
on behalf of the Secured Parties. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release
any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as
permitted by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified
in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the
Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular
types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting Collateral which is permitted pursuant
to the terms of any Loan Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon
at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent
shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of
the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that
was sold or transferred; provided, however, that (i) the Administrative Agent shall not be required to execute any
such document on terms which, in the Administrative Agent’s reasonable opinion, would expose the Administrative Agent to liability
or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such
release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Loan Parties in
respect of) all interests retained by any Loan Party, including (without limitation) the proceeds of the sale, all of which shall continue
to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such
release shall be without recourse to or warranty by the Administrative Agent.


   


(b)            In
furtherance of the foregoing and not in limitation thereof, no Secured Cash Management Agreement or Secured Hedge Agreement will create
(or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release
of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each
Secured Party that is a party to any such Secured Cash Management Agreement or Secured Hedge Agreement, as applicable, shall be deemed
to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed
to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph.


 


(c)            The
Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to (i) subordinate any Lien
on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that
is permitted by Sections 6.01(c), (d), (e), (f), (g), (h), (j), (m), (n), (p) and (s) and (ii) execute any intercreditor
agreements and/or subordination agreements with any holder of any Indebtedness or Liens permitted by this Agreement to the extent such
intercreditor agreement and/or subordination agreement is required. The Administrative Agent shall not be responsible for or have a duty
to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence,
priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith,
nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain
any portion of the Collateral.


 


SECTION 8.08.     Credit
Bidding. 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 by 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, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions
to which a Loan Party is subject, or (b) at any other sale, 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 by the Administrative Agent at the direction of the Required Lenders 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 shall
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) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle
or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall
be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles,
(ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further
action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative
Agent shall be authorized 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 equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by
the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable
acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the
limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent
on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of
the relevant Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership interests or
membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need
for any Secured Party or acquisition vehicle to take any further action, and (v) 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 Obligations credit bid by the acquisition vehicle
or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such
Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically
be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the
ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause
(ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any
designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative
Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit
bid or the consummation of the transactions contemplated by such credit bid.


  


SECTION 8.09.      Certain
ERISA Matters.


 


(a)            Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent, and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower
or any other Loan Party, that at least one of the following is and will be true:


 


(i)            such
Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection
with the Loans, the Letters of Credit or the Commitments,


 






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(ii)            the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption
for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined
by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and
performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


   


(iii)            (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE
84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements
of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv)            such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b)            In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such
Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent, and the Arrangers, the Co-Syndication Agents, the Co-Documentation Agents or any of their respective Affiliates,
and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent,
or the Arrangers, the Co-Syndication Agents, the Co-Documentation Agents or any of their respective Affiliates is a fiduciary with respect
to the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative
Agent under this Agreement, any Loan Document or any documents related hereto or thereto).


 


(c)            The
Administrative Agent and each Arranger, Co-Syndication Agent and Co-Documentation Agent hereby informs the Lenders that each such Person
is not undertaking to provide investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated
hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof
(i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and
any other Loan Documents, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount
less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may
receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring
fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent
fees or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction
fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or
fees similar to the foregoing.


 






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SECTION 8.10.       Certain
Foreign Pledge Matters.


  


(a)            The
Borrower, on its behalf and on behalf of its Subsidiaries, and each Lender, on its behalf and on the behalf of its affiliated Secured
Parties, hereby irrevocably constitute the Administrative Agent as the holder of an irrevocable power of attorney (fondé de
pouvoir within the meaning of Article 2692 of the Civil Code of Québec) in order to hold hypothecs and security granted
by the Borrower or any Restricted Subsidiary on property pursuant to the laws of the Province of Québec to secure obligations
of the Borrower or any Restricted Subsidiary under any bond, debenture or similar title of indebtedness issued by the Borrower or any
Restricted Subsidiary in connection with this Agreement, and agree that the Administrative Agent may act as the bondholder and mandatary
with respect to any bond, debenture or similar title of indebtedness that may be issued by the Borrower or any Restricted Subsidiary
and pledged in favor of the Secured Parties in connection with this Agreement. Notwithstanding the provisions of Section 32 of the
An Act respecting the special powers of legal persons (Québec), JPMorgan Chase Bank, N.A. as Administrative Agent may acquire
and be the holder of any bond issued by the Borrower or any Restricted Subsidiary in connection with this Agreement (i.e., the fondé
de pouvoir may acquire and hold the first bond issued under any deed of hypothec by the Borrower or any Restricted Subsidiary).


 


(b)            The
Administrative Agent is hereby authorized to execute and deliver any documents necessary or appropriate to create and perfect the rights
of pledge for the benefit of the Secured Parties including a right of pledge with respect to the entitlements to profits, the balance
left after winding up and the voting rights of the Borrower as ultimate parent of any subsidiary of the Borrower which is organized under
the laws of the Netherlands and the Equity Interests of which are pledged in connection herewith (a “Dutch Pledge”).
Without prejudice to the provisions of this Agreement and the other Loan Documents, the parties hereto acknowledge and agree with the
creation of parallel debt obligations of the Borrower or any relevant Restricted Subsidiary as will be described in any Dutch Pledge
(the “Parallel Debt”), including that any payment received by the Administrative Agent in respect of the Parallel
Debt will - conditionally upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating
to bankruptcy, insolvency, preference, liquidation or similar laws of general application - be deemed a satisfaction of a pro rata portion
of the corresponding amounts of the Obligations, and any payment to the Secured Parties in satisfaction of the Obligations shall - conditionally
upon such payment not subsequently being avoided or reduced by virtue of any provisions or enactments relating to bankruptcy, insolvency,
preference, liquidation or similar laws of general application - be deemed as satisfaction of the corresponding amount of the Parallel
Debt. The parties hereto acknowledge and agree that, for purposes of a Dutch Pledge, any resignation by the Administrative Agent is not
effective until its rights under the Parallel Debt are assigned to the successor Administrative Agent.


 


Article IX


 


Miscellaneous


 


SECTION 9.01.          Notices.
(a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below),
all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by e-mail, as follows:


 


(i)            if
to the Borrower, to it at 15 West Scenic Pointe Drive, Suite 100, Draper, Utah 84020, Attention of Tyson Murdock, Executive Vice
President & Chief Financial Officer (Telephone No. (801) 727-1016; E-mail tmurdock@healthequity.com) and Cordell Eggett,
Senior Vice President & Treasurer (Telephone No. (801) 727-1101; E-mail ceggett@healthequity.com), with a copy (in the
case of a notice of an actual or potential Default, Event of Default, non-compliance with this Agreement or any other similar matter)
to (A) Delano Ladd, Executive Vice President, General Counsel & Secretary (Telephone No. (801) 727-6543; E-mail dladd@healthequity.com)
and (B) Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, Attention: Daniel Durschlag (Telephone
No. (212) 728-8665; E-mail ddurschlag@willkie.com), it being understood and agreed that a copy provided pursuant to this clause
(i)(B) shall not constitute notice;


 






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(ii)            if
to the Administrative Agent, (A) in the case of Borrowings, to JPMorgan Chase Bank, N.A., 10 South Dearborn, Floor L2, Suite IL1-1145,
Chicago, Illinois 60603-2300, Attention of Lacey Watkins (Telecopy No. (888) 499-5663; E-mail jpm.agency.cri@jpmorgan.com with
a copy to lacey.watkins@jpmorgan.com) with a copy to Christine E. Lathrop (E-mail christine.e.lathrop@jpmorgan.com), (B) in the
case of a notification of the DQ List, to JPMDQ_Contact@jpmorgan and (C) for all other notices, to JPMorgan Chase Bank, N.A., 1125
17th St., Floor 02, Denver, CO 80202, Attention of Christine E. Lathrop (E-mail christine.e.lathrop@jpmorgan.com);


 


(iii)            if
to JPMorgan Chase Bank, N.A., in its capacity as an Issuing Bank, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn, Floor L2, Suite IL1-1145,
Chicago, Illinois 60603-2300, Attention of Commercial Bank Trade Execution (E-mail cb.trade.execution.team@chase.com) with a copy
to Lacey Watkins (Telecopy No. (888) 499-5663; E-mail lacey.watkins@jpmorgan.com) and Christine E. Lathrop (E-mail christine.e.lathrop@jpmorgan.com),
or in the case of any other Issuing Bank, to it at the address and telecopy number specified from time to time by such Issuing Bank to
the Borrower and the Administrative Agent;


 


(iv)            if
to the Swingline Lender, to it at JPMorgan Chase Bank, N.A., 10 South Dearborn, Floor L2, Suite IL1-1145, Chicago, Illinois
60603-2300, Attention of Lacey Watkins (Telecopy No. (888) 499-5663); and


 


(v)            if
to any other Lender or Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.


 


Notices sent by hand or overnight courier service,
or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed
to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been
given at the opening of business on the next business day for the recipient). Notices delivered through Approved Electronic Platforms,
to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).


 


(b)            Notices
and other communications to any Loan Party, the Lenders and the Issuing Banks hereunder may be delivered or furnished by using Approved
Electronic Platforms pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply
to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative
Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


(c)            Unless
the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received
upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in
the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor;
provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next business day for the recipient.


 






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(d)            Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto.


 


SECTION 9.02.      Waivers;
Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power
hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof
or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder
and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless
the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance
of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or
any Issuing Bank may have had notice or knowledge of such Default at the time.


 


(b)            Except
as provided in Section 2.20 with respect to an Incremental Amendment or as provided in Section 2.14(b), Section 2.14(c) and
Section 2.14(d), neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement
or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the
consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate
of interest thereon, or reduce or forgive any interest, fees or other amounts payable hereunder, without the written consent of each
Lender directly affected thereby (except that none of (A) any amendment or modification of the financial covenants in this Agreement
(or defined terms used in the financial covenants in this Agreement) or (B) the waiver or reduction of the Borrower to pay interest
or fees at the applicable default rate set forth in Section 2.13(c) shall constitute a reduction in the rate of interest or
fees for purposes of this clause (ii)), (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement,
or any interest thereon (other than interest payable at the applicable default rate set forth in Section 2.13(c)), or any fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender directly affected thereby (other than any reduction of the amount of, or any extension of
the payment date for, the mandatory prepayments required under Section 2.11, in each case which shall only require the approval
of the Required Lenders), (iv) change Section 2.09(c) or 2.18(b) or (d) in a manner that would alter the ratable
reduction of Commitments or the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change
the payment waterfall provisions of Section 2.21(b) or 7.03 without the written consent of each Lender, (vi) waive any
condition set forth in Section 4.02 in respect of the making of a Revolving Loan without the written consent of the Required Revolving
Lenders (provided further and notwithstanding anything to the contrary herein, any waiver of the conditions set forth in Section 4.02
in respect of the making of Revolving Loans shall only require the consent of the Required Revolving Lenders), (vii) change any
of the provisions of this Section or the definition of “Required Lenders”, “Required Revolving Lenders”
or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder
or make any determination or grant any consent hereunder, without the written consent of each Lender (it being understood that, solely
with the consent of the parties prescribed by Section 2.20 to be parties to an Incremental Amendment, Incremental Term Loans
may be included in the determination of Required Lenders on substantially the same basis as the Commitments and the Loans are included
on the Effective Date), (viii) (x) release the Borrower from its obligations under Article X or under the Collateral
Agreement or (y) release all or substantially all of the Guarantors from their obligations under the Collateral Agreement, in each
case, without the written consent of each Lender, or (ix) except as provided in clause (d) of this Section or in
any Collateral Document, release all or substantially all of the Collateral, without the written consent of each Lender; provided further
that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing
Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline
Lender, as the case may be (it being understood that any change to Section 2.21 shall require the consent of the Administrative
Agent, the Issuing Banks and the Swingline Lender); and provided further that no such agreement shall amend or modify
the provisions of Section 2.06 without the prior written consent of the Administrative Agent and such Issuing Bank and (B) any
amendment or waiver that by its terms affects the rights or duties of Lenders holding Loans or Commitments of a particular Class (but
not the Lenders holding Loans or Commitments of any other Class) will require only the requisite percentage in interest of the affected
Class or Lenders that would be required to consent thereto if such Class of Lenders were the only Class of Lenders. Notwithstanding
the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting
Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the
first proviso of this paragraph and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver
or other modification.


 






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(c)            Notwithstanding
the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Required
Lenders, the Administrative Agent and the Borrower (x) to add one or more credit facilities (in addition to the Incremental Term
Loans pursuant to an Incremental Amendment) to this Agreement and to permit extensions of credit from time to time outstanding thereunder
and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents
with the Revolving Loans, the initial Term Loans, Incremental Term Loans and the accrued interest and fees in respect thereof and
(y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Lenders.


 


(d)            The
Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted
to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of all the Commitments, payment and satisfaction
in full in cash of all Obligations (other than Secured Hedging Obligations not yet due and payable, Secured Cash Management Obligations
not yet due and payable, Unliquidated Obligations for which no claim has been made and other Obligations expressly stated to survive
such payment and termination), and the cash collateralization of all Unliquidated Obligations in a manner reasonably satisfactory to
the Administrative Agent, (ii) constituting property being sold or disposed of to any Person (other than to a Loan Party) if the
Borrower certifies to the Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and
the Administrative Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property leased
to the Borrower or any Restricted Subsidiary under a lease which has expired or been terminated in a transaction permitted under this
Agreement, or (iv) as required to effect any sale or other disposition of such Collateral in connection with any exercise of remedies
of the Administrative Agent and the Lenders pursuant to Article VII. Any such release shall not in any manner discharge,
affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in
respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute
part of the Collateral. In addition, each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties, irrevocably
authorizes the Administrative Agent (i) to subordinate any Lien on any assets granted to or held by the Administrative Agent under
any Loan Document to the holder of any Lien on such property that is permitted by Section 6.01(i) or (ii) in the event
that the Borrower shall have advised the Administrative Agent that, notwithstanding the use by the Borrower of commercially reasonable
efforts to obtain the consent of such holder (but without the requirement to pay any sums to obtain such consent) to permit the Administrative
Agent to retain its liens (on a subordinated basis as contemplated by clause (i) above), the holder of such other Indebtedness requires,
as a condition to the extension of such credit, that the Liens on such assets granted to or held by the Administrative Agent under any
Loan Document be released, to release the Administrative Agent’s Liens on such assets.


 






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(e)            If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender
directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not
obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting Lender”),
then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently
with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Administrative
Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to
an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting
Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, (ii) the
Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other
amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including
without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal
to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such
Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender and (iii) such Non-Consenting Lender
shall have received the outstanding principal amount of its Loans and participations in LC Disbursements. Each party hereto agrees that
(i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower,
the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference
pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (ii) the
Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed
to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the
other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested
by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.


 


(f)            Notwithstanding
anything to the contrary herein, if the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake,
typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and
the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical
error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.


 


SECTION 9.03.       Expenses;
Limitation of Liability; Indemnity Etc.


 


(a)            Expenses.
The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
and the Arrangers (which shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements
and other charges of a single firm as primary counsel, along with such special regulatory counsel as may reasonably be required by the
Administrative Agent, and a single firm of local counsel in each applicable jurisdiction), in connection with the syndication and distribution
(including, without limitation, via the Internet or through a service such as Intralinks and any virtual data room fees) of the credit
facilities provided for herein, the preparation, execution, delivery and administration of this Agreement and the other Loan Documents
or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby
or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Issuing Bank in connection
with the issuance, amendment or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable
and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender (which shall be limited, in
the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of a single firm as primary
counsel, along with such special regulatory counsel as may reasonably be required by the Administrative Agent, and a single firm of local
counsel in each applicable jurisdiction, for all such parties taken as a whole, and, in the event of an actual or reasonably perceived
conflict of interest (as reasonably determined by the Administrative Agent or the applicable Issuing Bank or Lender), one additional
firm of primary counsel for each group of similarly affected persons) in connection with the enforcement or protection of its rights
in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans
made or Letters of Credit issued hereunder, including all such out-of-pocket expenses (subject to the foregoing limitations with respect
to legal fees and expenses) incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.


 






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(b)            Limitation
of Liability. To the extent permitted by applicable law (i) the Borrower and any other Loan Party shall not assert, and the
Borrower and each other Loan Party hereby waives, any claim against the Administrative Agent, any Arrangers, any Co-Syndication Agent,
any Co-Documentation Agent, any Issuing Bank and any Lender, and any Related Party of any of the foregoing Persons (each such Person
being called a “Lender-Related Person”) for any Liabilities arising from the use by others of information or other
materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission
systems (including the Internet), and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against
any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument
contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that,
nothing in this Section 9.03(b) shall relieve the Borrower or any other Loan Party of any obligation it may have to indemnify
an Indemnitee, as provided in Section 9.03(c), against any special, indirect, consequential or punitive damages asserted against
such Indemnitee by a third party.


 


(c)            Indemnity.
The Borrower shall indemnify the Administrative Agent, each Arranger, each Co-Syndication Agent, each Co-Documentation Agent, the Swingline
Lender, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses (which shall be limited, in the case of
legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of a single firm of primary counsel,
along with such special regulatory counsel as may reasonably be required by the Administrative Agent, and a single firm of local counsel
in each applicable jurisdiction for all Indemnitees taken as whole, and, in the event of an actual or reasonably perceived conflict of
interest (as reasonably determined by the applicable Indemnitees), one additional firm of counsel to each group of similarly affected
Indemnitees) incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution
or delivery of this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, (ii) the
performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the Transactions or
any other transactions contemplated hereby, (iii) any action taken in connection with this Agreement, including, but not limited
to, the payment of principal, interest and fees, (iv) any Loan or Letter of Credit or the use of the proceeds therefrom (including
any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit), (v) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related
in any way to the Borrower or any of its Subsidiaries, or (vi) any actual or prospective Proceeding in any jurisdiction relating
to any of the foregoing (including in relation to enforcing the terms of the limitation of liability and indemnification referred to
above), whether or not such Proceeding is brought by the Borrower or any other Loan Party or its or their respective equity holders,
Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
Liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted
from (i) the willful misconduct, bad faith or gross negligence of such Indemnitee or any of its Controlled Related Parties, (ii) a
breach by such Indemnitee or any of its Controlled Related Parties of its obligations under this Agreement or the other Loan Documents
or (iii) any dispute solely among Indemnitees (not arising from any act or omission of the Borrower or any of its Affiliates) other
than claims against an Indemnitee acting in its capacity as, or in fulfilling its role as, the Administrative Agent, an Arranger, the
Swingline Lender or an Issuing Bank under this Agreement or the other Loan Documents. As used above, a “Controlled Related Party”
of an Indemnitee means (1) any Controlling Person or Controlled Affiliate of such Indemnitee, (2) the respective directors,
officers, or employees of such Indemnitee or any of its Controlling Persons or Controlled Affiliates and (3) the respective agents
or representatives of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, in the case of this clause (3), acting
at the instructions of such Indemnitee, Controlling Person or Controlled Affiliate; provided that each reference to a Controlling Person,
Controlled Affiliate, director, officer or employee in this sentence pertains to a Controlling Person, Controlled Affiliate, director,
officer or employee involved in the arrangement, negotiation or syndication of the credit facilities evidenced by this Agreement. This
Section 9.03(c) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising
from any non-Tax claim.


 






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(d)            Lender
Reimbursement. To the extent that the Borrower fails to pay any amount required to be paid by it under clause (a) or (c) of
this Section 9.03, each Lender severally agrees to pay to the Administrative Agent, and each Revolving Lender severally agrees to
pay to each Issuing Bank, the Swingline Lender, and each Related Party of any of the foregoing Persons (each, an “Agent-Related
Person”), as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable payment
is sought) of such unpaid amount (it being understood that the Borrower’s failure to pay any such amount shall not relieve the
Borrower of any default in the payment thereof); provided that the unreimbursed expense or Liability or related expense, as the
case may be, was incurred by or asserted against such Agent-Related Person in its capacity as such.


 


(e)            Payments.
All amounts due under this Section 9.03 shall be payable not later than fifteen (15) days after written demand therefor.


 


SECTION 9.04.       Successors
and Assigns. (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 relevant Issuing Bank that issues any Letter of Credit),
except that (i) 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 relevant Issuing Bank that issues any Letter of Credit), Participants (to the extent
provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of
the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement.


 






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(b)            (i) Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments, participations
in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld,
conditioned or delayed) of:


 


(A)            the
Borrower (provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by
written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof); provided,
further, that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved
Fund or, if an Event of Default under Sections 7.01(a) and (f) has occurred and is continuing, any other assignee;


 


(B)            the
Administrative Agent;


 


(C)            the
Issuing Banks; provided that no consent of the Issuing Banks shall be required for an assignment of all or any portion of a Term
Loan; and


 


(D)            the
Swingline Lender; provided that no consent of the Swingline Lender shall be required for an assignment of all or any portion of
a Term Loan.


 


(ii)            Assignments
shall be subject to the following additional conditions:


 


(A)            except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject
to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 (in the case of Revolving Commitments and Revolving Loans) or $1,000,000 (in
the case of a Term Loan) unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent
of the Borrower shall be required if an Event of Default under Sections 7.01(a) and (f) has occurred and is continuing;


 


(B)            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, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all
the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;


 


(C)            the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to
the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform
as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and
recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders;
and


 






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(D)            the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire 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 Borrower and its Affiliates 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.


  


For the purposes of this Section 9.04(b),
the terms “Approved Fund” and “Ineligible Institution” have the following meanings:


 


“Approved Fund”
means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar
extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate
of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Ineligible Institution”
means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) a company, investment vehicle or trust for,
or owned and operated for the primary benefit of, a natural person or relative(s) thereof or (d) a Disqualified Institution.


 


(i)            Subject
to acceptance and recording thereof pursuant to clause (b)(iv) of this Section, from and after the effective date specified in each
Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall
cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 with respect
to facts and circumstances occurring prior to the effective date of such Assignment and Assumption). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 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 clause (c) of this
Section.


 


(ii)            The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of
each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error),
and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.


 


(iii)            Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as
to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b) of
this Section and any written consent to such assignment required by clause (b) of this Section, the Administrative Agent shall
accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the
assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or
(e), 2.07(b), 2.18(e) or 9.03(d), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and
record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued
interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided
in this paragraph.


 






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(c)            Any
Lender may, without the consent of, or notice to, the Borrower, the Administrative Agent, the Issuing Banks or the Swingline Lender,
sell participations to one or more banks or other entities (a “Participant”), other than an Ineligible Institution,
in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment
and/or 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 Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender
in connection with such Lender’s rights and obligations under this Agreement. 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; 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 9.02(b) that
affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and
2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood
that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided
that such Participant (A) agrees to be subject to the provisions of Sections 2.18 and 2.19 as if it were an assignee under
paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or
2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such
entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.
Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with
the Borrower to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant
agrees to be subject to Section 2.18(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely
for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan
Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or
any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent
that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form
under Section 5f.103-1(c) of the United States Treasury Regulations or Section 1.163-5(b) of the Proposed United
States Treasury Regulations (or, in each case, any amended or successor version). The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 






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(d)            Any
Lender may 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, 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.


 


(e)            Disqualified
Institutions.


 


(i)            No
assignment or participation shall be made to any Person that was a Disqualified Institution as of the date (the “Trade Date”)
on which the assigning Lender entered into a binding agreement to sell and assign or grant a participation in all or a portion of its
rights and obligations under this Agreement to such Person (unless the Borrower has consented to such assignment or participation in
writing in its sole and absolute discretion, in which case such Person will not be considered a Disqualified Institution for the purpose
of such assignment or participation). For the avoidance of doubt, with respect to any assignee or Participant that becomes a Disqualified
Institution after the applicable Trade Date (including as a result of the delivery of a written supplement to the list of “Disqualified
Institutions” referred to in, the definition of “Disqualified Institution”), (x) such assignee or Participant
shall not retroactively be disqualified from becoming a Lender or Participant and (y) the execution by the Borrower of an Assignment
and Assumption with respect to such assignee will not by itself result in such assignee no longer being considered a Disqualified Institution.
Any assignment or participation in violation of this clause (e)(i) shall not be void, but the other provisions of this clause (e) shall
apply.


 


(ii)            If
any assignment or participation is made to any Disqualified Institution without the Borrower’s prior written consent in violation
of clause (i) above, or if any Person becomes a Disqualified Institution after the applicable Trade Date, the Borrower may, at its
sole expense and effort, upon notice to the applicable Disqualified Institution and the Administrative Agent, require such Disqualified
Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.04), all
of its interest, rights and obligations under this Agreement to one or more Persons (other than an Ineligible Institution, the Borrower,
any of the Borrower’s Subsidiaries or any of the Borrower’s Affiliates) at the lesser of (x) the principal amount thereof
and (y) the amount that such Disqualified Institution paid to acquire such interests, rights and obligations in each case plus accrued
interest, accrued fees and all other amounts (other than principal amounts) payable to it hereunder.


 


(iii)            Notwithstanding
anything to the contrary contained in this Agreement, Disqualified Institutions to whom an assignment or participation is made in violation
of clause (i) above (A) will not have the right to (x) receive information, reports or other materials provided to Lenders
by the Borrower, the Administrative Agent or any other Lender, (y) attend or participate in meetings attended by the Lenders and
the Administrative Agent, or (z) access any electronic site established for the Lenders or confidential communications from counsel
to or financial advisors of the Administrative Agent or the Lenders and (B) (x) for purposes of any consent to any amendment,
waiver or modification of, or any action under, and for the purpose of any direction to the Administrative Agent or any Lender to undertake
any action (or refrain from taking any action) under this Agreement or any other Loan Document, each Disqualified Institution will be
deemed to have consented in the same proportion as the Lenders that are not Disqualified Institutions consented to such matter and (y) for
purposes of voting on any plan of reorganization, each Disqualified Institution party hereto hereby agrees (1) not to vote on such
plan of reorganization, (2) if such Disqualified Institution does vote on such plan of reorganization notwithstanding the restriction
in the foregoing clause (1), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of
the Bankruptcy Code (or any similar provision in any other applicable laws), and such vote shall not be counted in determining whether
the applicable class has accepted or rejected such plan of reorganization in accordance with Section 1126(c) of the Bankruptcy
Code (or any similar provision in any other applicable laws) and (3) not to contest any request by any party for a determination
by the bankruptcy court (or other applicable court of competent jurisdiction) effectuating the foregoing clause (2).


 






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(iv)            The
Administrative Agent shall have the right, and the Borrower hereby expressly authorizes the Administrative Agent, to (A) post the
list of Disqualified Institutions provided by the Borrower and any updates thereto from time to time (collectively, the “DQ
List”) on an Approved Electronic Platform, including that portion of such Platform that is designated for “public side”
Lenders and/or (B) provide the DQ List to each Lender or potential Lender requesting the same.


 


(v)            The
Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce,
compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative
Agent shall not ‎(x) be obligated to ascertain, monitor or inquire as to
whether any other Lender or Participant or prospective Lender or Participant is a Disqualified ‎Institution
or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential
information, by any other Person to any ‎Disqualified Institution.


 


SECTION 9.05.      Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied
upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the
Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued
interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid
or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15,
2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination
of this Agreement or any other Loan Document or any provision hereof or thereof.


 






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SECTION 9.06.     Counterparts;
Integration; Effectiveness; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to (i) fees payable to the Administrative
Agent and (ii) the reductions of the Letter of Credit Commitment of any Issuing Bank constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed
by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear
the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart of a signature page of (x) this Agreement,
(y) any other Loan Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the
avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization
related to this Agreement, any other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary
Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf, or any other electronic means that reproduces
an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement,
such other Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,”
 “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document
shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by
telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page), each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic
Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further,
without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative
Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower
or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such
Electronic Signature and (ii) upon the request of the Administrative Agent, any Electronic Signature shall be promptly followed
by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each other Loan Party hereby (i) agrees
that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy
proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the other Loan Parties, Electronic Signatures
transmitted by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page and/or
any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity
and enforceability as any paper original, (ii) agrees that the Administrative Agent and each of the Lenders may, at its option,
create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic
record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original
paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect,
validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity
or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original
copies of this Agreement, such other Loan Document and/or such Ancillary Document, respectively, including with respect to any signature
pages thereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative
Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf, or
any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result
of the failure of the Borrower and/or any other Loan Party to use any available security measures in connection with the execution, delivery
or transmission of any Electronic Signature.





 


SECTION 9.07.     Severability.
Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.


 






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SECTION 9.08.     Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank, and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to setoff and apply any and
all deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any time owing, by
such Lender, each Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower against any and all of the
obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing
Bank or their respective Affiliates, irrespective of whether or not such Lender, such Issuing Bank or Affiliate shall have made any demand
under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed
to a branch office or Affiliate of such Lender or such Issuing Bank different from the branch office or Affiliate holding such deposit
or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff,
(x) all amounts so setoff shall be paid over immediately to the Administrative Agent for further application in accordance with
the provisions of Section 2.21 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 relevant Issuing Bank, 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 setoff. The rights of each Lender, the Issuing Banks and their respective Affiliates under
this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank
or their respective Affiliates may have. Each Lender and each Issuing Bank agrees to notify the Borrower and the Administrative Agent
promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of
such setoff and application.





 


SECTION 9.09.     Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)            THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ANY SUCH OTHER LOAN DOCUMENT) SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


(b)            Each
of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions
of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party relating to this Agreement,
any other Loan Document, the Collateral or the consummation or administration of the transactions contemplated hereby or thereby shall
be construed in accordance with and governed by the law of the State of New York.


 


(c)            Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the
United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject
matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions
relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party
claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such Federal (to the
extent permitted by law) or New York State court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement or in any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan
Party or its properties in the courts of any jurisdiction.


 






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(d)            Each
of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


(e)            Each
of the parties hereto hereby irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner
permitted by law.


 


SECTION 9.10.     WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 9.11.     Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


SECTION 9.12.     Confidentiality.
Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined
below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent
requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other
party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or
any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as those of this Section, to (1) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement (it being understood
that the DQ List may be disclosed to any assignee or Participant, or prospective assignee or Participants, in reliance on this clause
(f)) or (2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower
and its obligations, (g) on a confidential basis to (1) any rating agency in connection with rating the Borrower or its Subsidiaries
or the credit facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance
and monitoring of identification numbers with respect to the credit facilities provided for herein, (h) with the consent of the
Borrower or (i) to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or
(2) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other
than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating
to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any
Lender on a nonconfidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely
provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that,
in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery
as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of
such Information as such Person would accord to its own confidential information.


 









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EACH LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL
NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED
COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION
IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


 


ALL INFORMATION, INCLUDING
REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE OTHER
LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.  ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND
THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION
THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.


 


SECTION 9.13.     USA
PATRIOT Act. Each Lender that is subject to the requirements of the Patriot Act and the requirements of the Beneficial Ownership
Regulation hereby notifies the Borrower and each other Loan Party that, pursuant to the requirements of the Patriot Act and the Beneficial
Ownership Regulation, it is required to obtain, verify and record information that identifies the Borrower or such Loan Party, which
information includes the name, address and tax identification number of the Borrower and such Loan Party and other information that will
allow such Lender to identify the Borrower and such Loan Party in accordance with the Patriot Act and the Beneficial Ownership Regulation
and other applicable “know your customer” and anti-money laundering rules and regulations.


 


SECTION 9.14.     Releases
of Guarantors.


 


(a)            A
Guarantor shall automatically be released from its obligations under the Collateral Agreement upon the consummation of any transaction
permitted by this Agreement as a result of which such Guarantor ceases to be a Restricted Subsidiary; provided that, if so required
by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided
otherwise. Upon any sale or other disposition (other than any lease or license) by any Loan Party (other than to the Borrower or any
Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the
release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security
interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination
or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute
and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence
such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty
by the Administrative Agent.


 









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(b)            Further,
the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any
Guarantor from its obligations under the Collateral Agreement if (i) such Guarantor is no longer a Material Domestic Subsidiary,
becomes an Excluded Subsidiary or is otherwise not required pursuant to the terms of this Agreement to be a Guarantor (provided that
if any Guarantor becomes an Excluded Subsidiary by virtue of clause (d) of the definition thereof, then the Borrower shall at such
time be deemed to have made an Investment in a non-Loan Party Subsidiary in an amount equal to the fair market value of such Subsidiary
still directly or indirectly owned by the Borrower after giving effect to the Disposition that caused such Subsidiary to become an Excluded
Subsidiary) or (ii) such release is approved, authorized or ratified by the requisite Lenders pursuant to Section 9.02.


 


(c)            At
such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan
Documents and the other Obligations (other than Secured Hedging Obligations not yet due and payable, Secured Cash Management Obligations
not yet due and payable, Unliquidated Obligations for which no claim has been made and other Obligations expressly stated to survive
such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit
shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements
reasonably satisfactory to the Administrative Agent), the Collateral Agreement and all obligations (other than those expressly stated
to survive such termination) of each Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance
of any act by any Person.


 


Notwithstanding anything to the contrary in this
Agreement, upon a Subsidiary being designated an Unrestricted Subsidiary in accordance with Section 5.16 of this Agreement
or otherwise ceasing to be a Restricted Subsidiary (including by way of liquidation or dissolution) in a transaction permitted by this
Agreement, such Subsidiary shall be automatically released and relieved of any obligations under this Agreement, the Collateral Agreement
and all other Loan Documents, all Liens granted by such Subsidiary in its assets to the Administrative Agent shall be automatically released,
all pledges to the Administrative Agent of Equity Interests in any such Subsidiary shall be automatically released, and the Administrative
Agent is authorized to, and shall promptly, deliver to the Borrower any acknowledgement confirming such releases and all necessary releases
and terminations, in each case as the Borrower may reasonably request to evidence such release and at Borrower’s expense. To the
extent any Loan Document conflicts or is inconsistent with the terms of this Section, this Section shall govern and control in all
respects.


 


SECTION 9.15.     Appointment
for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of
the Administrative Agent and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other applicable
law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession or control
of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s
request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral in accordance with
the Administrative Agent’s instructions.


 









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SECTION 9.16.     Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together
with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and
Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall
be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above
the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall
have been received by such Lender.


 


SECTION 9.17.     No
Fiduciary Duty, etc.


 


(a)            The
Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations
except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity
of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions contemplated
herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees
that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection
with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party
is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower
shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and
appraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have no responsibility
or liability to the Borrower with respect thereto.


 


(b)            The
Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with
its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing
investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking
and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other
securities and financial instruments (including bank loans and other obligations) of, the Borrower, its Subsidiaries and other companies
with which the Borrower or any of its Subsidiaries may have commercial or other relationships. With respect to any securities and/or
financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments,
including any voting rights, will be exercised by the holder of the rights, in its sole discretion.


 


(c)            In
addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its
Affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies
in respect of which the Borrower or any of its Subsidiaries may have conflicting interests regarding the transactions described herein
and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated
by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services
for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no
Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower
or any of its Subsidiaries, confidential information obtained from other companies.


 






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SECTION 9.18.     Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected
Financial Institution arising under any Loan Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution
Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)            a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)            the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 


SECTION 9.19.     Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Contracts
or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with
the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and
QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be
stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):


 


In the event a Covered Entity that is party to
a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime,
the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported
QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered
Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported
QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States
or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any
QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default
Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws
of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and
remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to
a Supported QFC or any QFC Credit Support.


 






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SECTION 9.20.     Pari
Passu Intercreditor Agreement. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document: (i) the
Liens granted to the Administrative Agent in favor of the Secured Parties pursuant to the Loan Documents and the exercise of any right
related to any Collateral shall be subject, in each case, to the terms of the Pari Passu Intercreditor Agreement (if in effect), (ii) in
the event of any conflict between the express terms and provisions of this Agreement or any other Loan Document, on the one hand, and
of the Pari Passu Intercreditor Agreement, on the other hand, the terms and provisions of the Pari Passu Intercreditor Agreement shall
control and (iii) each Lender and Issuing Bank (A) authorizes the Administrative Agent to execute the Pari Passu Intercreditor
Agreement on behalf of such Lender and Issuing Bank, and (B) agrees to be bound by the terms of the Pari Passu Intercreditor Agreement
and agrees that any action taken by the Administrative Agent under the Pari Passu Intercreditor Agreement shall be binding upon such
Lender and Issuing Bank.


 


Article X

Borrower Guarantee


 


In order to induce the Lenders
to extend credit to the Borrower hereunder and for other good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the Borrower hereby absolutely and irrevocably and unconditionally guarantees, as a primary obligor and not merely as
a surety, the payment when and as due of the Specified Ancillary Obligations of the Subsidiaries. The Borrower further agrees that the
due and punctual payment of such Specified Ancillary Obligations may be extended or renewed, in whole or in part, without notice to or
further assent from it, and that it will remain bound upon its guarantee hereunder notwithstanding any such extension or renewal of any
such Specified Ancillary Obligation.


 


The Borrower waives presentment
to, demand of payment from and protest to any Subsidiary of any of the Specified Ancillary Obligations, and also waives notice of acceptance
of its obligations and notice of protest for nonpayment. The obligations of the Borrower hereunder shall not be affected by (a) the
failure of any applicable Lender (or any of its Affiliates) to assert any claim or demand or to enforce any right or remedy against any
Subsidiary under the provisions of any Cash Management Agreement, any Swap Contracts or otherwise; (b) any extension or renewal
of any of the Specified Ancillary Obligations; (c) any rescission, waiver, amendment or modification of, or release from, any of
the terms or provisions of this Agreement, any other Loan Document, any Cash Management Agreement, any Swap Contracts or other agreement;
(d) any default, failure or delay, willful or otherwise, in the performance of any of the Specified Ancillary Obligations; (e) the
failure of any applicable Lender (or any of its Affiliates) to take any steps to perfect and maintain any security interest in, or to
preserve any rights to, any security or collateral for the Specified Ancillary Obligations, if any; (f) any change in the corporate,
partnership or other existence, structure or ownership of any Subsidiary or any other guarantor of any of the Specified Ancillary Obligations;
(g) the enforceability or validity of the Specified Ancillary Obligations or any part thereof or the genuineness, enforceability
or validity of any agreement relating thereto or with respect to any collateral securing the Specified Ancillary Obligations or any part
thereof, or any other invalidity or unenforceability relating to or against any Subsidiary or any other guarantor of any of the Specified
Ancillary Obligations, for any reason related to this Agreement, any other Loan Document, any Cash Management Agreement, any Swap Contracts,
or any provision of applicable law, decree, order or regulation of any jurisdiction purporting to prohibit the payment by such Subsidiary
or any other guarantor of the Specified Ancillary Obligations, of any of the Specified Ancillary Obligations or otherwise affecting any
term of any of the Specified Ancillary Obligations; or (h) any other act, omission or delay to do any other act which may or might
in any manner or to any extent vary the risk of the Borrower or otherwise operate as a discharge of a guarantor as a matter of law or
equity or which would impair or eliminate any right of the Borrower to subrogation.


 






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The Borrower further agrees
that its agreement hereunder constitutes a guarantee of payment when due (whether or not any bankruptcy or similar proceeding shall have
stayed the accrual or collection of any of the Specified Ancillary Obligations or operated as a discharge thereof) and not merely of
collection, and waives any right to require that any resort be had by any applicable Lender (or any of its Affiliates) to any balance
of any deposit account or credit on the books of the Administrative Agent, any Issuing Bank or any Lender in favor of any Subsidiary
or any other Person.


 


The obligations of the Borrower
hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, and shall not be subject to any
defense or setoff, counterclaim, recoupment or termination whatsoever, by reason of the invalidity, illegality or unenforceability of
any of the Specified Ancillary Obligations, any impossibility in the performance of any of the Specified Ancillary Obligations or otherwise.


 


The Borrower further agrees
that its obligations hereunder shall constitute a continuing and irrevocable guarantee of all Specified Ancillary Obligations now or
hereafter existing and shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any Specified Ancillary Obligation (including a payment effected through exercise of a right of setoff) is rescinded, or is or must
otherwise be restored or returned by any applicable Lender (or any of its Affiliates) upon the insolvency, bankruptcy or reorganization
of any Subsidiary or otherwise (including pursuant to any settlement entered into by a holder of Specified Ancillary Obligations in its
discretion).


 


In furtherance of the foregoing
and not in limitation of any other right which any applicable Lender (or any of its Affiliates) may have at law or in equity against
the Borrower by virtue hereof, upon the failure of any Subsidiary to pay any Specified Ancillary Obligation when and as the same shall
become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, the Borrower hereby promises to and will,
upon receipt of written demand by any applicable Lender (or any of its Affiliates), forthwith pay, or cause to be paid, to such applicable
Lender (or any of its Affiliates) in cash an amount equal to the unpaid principal amount of such Specified Ancillary Obligations then
due, together with accrued and unpaid interest thereon. The Borrower further agrees that if payment in respect of any Specified Ancillary
Obligation shall be due in a currency other than Dollars and/or at a place of payment other than New York, Chicago or any other office,
branch, affiliate or correspondent bank of the applicable Lender for such currency and if, by reason of any Change in Law, disruption
of currency or foreign exchange markets, war or civil disturbance or other event, payment of such Specified Ancillary Obligation in such
currency or at such place of payment shall be impossible or, in the reasonable judgment of any applicable Lender (or any of its Affiliates),
disadvantageous to such applicable Lender (or any of its Affiliates) in any material respect, then, at the election of such applicable
Lender, the Borrower shall make payment of such Specified Ancillary Obligation in Dollars (based upon the applicable equivalent Dollar
amount of such Specified Ancillary Obligation on the date of payment as determined by the Administrative Agent) and/or in New York, Chicago
or such other payment office as is designated by such applicable Lender (or its Affiliate) and, as a separate and independent obligation,
shall indemnify such applicable Lender (and any of its Affiliates) against any losses or reasonable out-of-pocket expenses that it shall
sustain as a result of such alternative payment.


 


Upon payment by the Borrower
of any sums as provided above, all rights of the Borrower against any Subsidiary arising as a result thereof by way of right of subrogation
or otherwise shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of
all the Specified Ancillary Obligations owed by such Subsidiary to the applicable Lender (or its applicable Affiliates).





 


The Borrower hereby absolutely,
unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Guarantor
to honor all of its obligations under the Collateral Agreement in respect of Specified Swap Obligations (provided, however,
that the Borrower shall only be liable under this paragraph for the maximum amount of such liability that can be hereby incurred without
rendering its obligations under this paragraph or otherwise under this Article X voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Borrower intends that this paragraph constitute, and
this paragraph shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Guarantor
for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


Nothing shall discharge or
satisfy the liability of the Borrower hereunder except the full performance and payment in cash of the Obligations.


 


[Signature Pages Follow]


 






    149


     


    

 



 


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


 


	 	HEALTHEQUITY, INC., as
    the Borrower
	 	 
	 	By:	/s/
    Tyson Murdock
	 	Name: Tyson Murdock
	 	Title: Executive Vice President and
    Chief Financial Officer




 


Signature Page to Credit Agreement


HealthEquity, Inc.



 






     


     


    

 


	 	JPMORGAN CHASE BANK, N.A.,
    individually as a Lender, as the Swingline Lender, as an Issuing Bank and as Administrative Agent
	 	 
	 	By:	/s/
    Christine Lathrop
	 	Name: Christine Lathrop
	 	Title: Executive Director




 


Signature Page to Credit Agreement


HealthEquity, Inc.



 






     


     


    

 


	 	TRUIST BANK,
    as Lender and an Issuing Bank
	 	 
	 	By:	/s/
    James W. Ford
	 	Name: James W. Ford
	 	Title: Managing Director




 


Signature Page to Credit Agreement


HealthEquity, Inc.



 






     


     


    

 


	 	WELLS FARGO BANK,
    NATIONAL ASSOCIATION, as a Lender and an Issuing Bank
	 	 
	 	By:	/s/
    Darin Mullis
	 	Name: Darin Mullis
	 	Title: Managing Director




 


Signature Page to Credit Agreement


HealthEquity, Inc.



 






     


     


    

 


	 	ROYAL BANK OF CANADA,
    as a Lender
	 	 
	 	By:	/s/
    Diana Lee
	 	Name: Diana Lee
	 	Title: Authorized Signatory




 


Signature Page to Credit Agreement


HealthEquity, Inc.



 






     


     


    

 


	 	BANK OF AMERICA,
    N.A., as a Lender
	 	 
	 	By:	/s/
    Sebastian Lurie
	 	Name: Sebastian Lurie
	 	Title: SVP




 


Signature Page to Credit Agreement


HealthEquity, Inc.



 






     


     


    

 


	 	CITIZENS BANK, N.A.,
    as a Lender
	 	 
	 	By:	/s/
    Jack J. Euston
	 	Name: Jack J. Euston
	 	Title: Director - Healthcare




 


Signature Page to Credit Agreement


HealthEquity, Inc.



 






     


     


    

 


	 	MUFG UNION BANK, N.A.,
    as a Lender and an Issuing Bank
	 	 
	 	By:	/s/
    J. William Bloore
	 	Name: J. William Bloore
	 	Title: Managing Director




 


Signature Page to Credit Agreement


HealthEquity, Inc.



 






     


     


    

 


	 	BMO HARRIS BANK N.A.,
    as a Lender
	 	 
	 	By:	/s/
    Andrew Berryman
	 	Name: Andrew Berryman
	 	Title: Director




 


Signature Page to Credit Agreement


HealthEquity, Inc.



 









     


     


    

 


	 	CAPITAL ONE, NATIONAL ASSOCIATION,
    as a Lender
	 	 
	 	By:	/s/
    John McMurray
	 	Name: John McMurray
	 	Title: Duly Authorized Signatory




 


Signature Page to Credit Agreement


HealthEquity, Inc.



 









     


     


    

 



 


		FIFTH
         THIRD BANK, NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By:	/s/ William D. Priester
	 	Name: William D. Priester
	 	Title: Senior Vice President



 


Signature
Page to Credit Agreement

HealthEquity, Inc.


 









     


     


    

 


		KEYBANK
         NATIONAL ASSOCIATION, as a Lender
	 	 	 
	 	By:	/s/ Matt S. Dent
	 	Name: Matt S. Dent
	 	Title: Senior Vice President



 


Signature
Page to Credit Agreement

HealthEquity, Inc.


 






     


     


    

 


		TD
         BANK, N.A., as a Lender
	 	 	 
	 	By:	/s/ Bernadette Collins
	 	Name: Bernadette Collins
	 	Title: Senior Vice President



 


Signature
Page to Credit Agreement

HealthEquity, Inc.


 









     


     


    

 


		THE
         HUNTINGTON NATIONAL BANK, as a Lender
	 	 	 
	 	By:	/s/ Joseph A. Miller
	 	Name: Joseph A. Miller
	 	Title: Managing Director



 


Signature
Page to Credit Agreement

HealthEquity, Inc.


 









     


     


    

 


		REGIONS
         BANK, as a Lender
	 	 	 
	 	By:	/s/ Ned Spitzer
	 	Name: Ned Spitzer
	 	Title: Managing Director



 


Signature
Page to Credit Agreement

HealthEquity, Inc.


 









     


     


    

 


		UMPQUA
         BANK, as a Lender
	 	 	 
	 	By:	/s/ Kevin Foley
	 	Name: Kevin Foley
	 	Title: Senior Vice President



 


Signature
Page to Credit Agreement

HealthEquity, Inc.


 









     


     


    

 


		ZOINS
         BANCORPORATION, N.A. dba ZIONS BANK, as a Lender
	 	 	 
	 	By:	/s/ Seth Brinkerhoff
	 	Name: Seth Brinkerhoff
	 	Title: SVP



 


Signature
Page to Credit Agreement

HealthEquity, Inc.


 









     


     


    

 


		SOUTHERN
         BANCORP BANK, as a Lender
	 	 	 
	 	By:	/s/ Shari M. Echols
	 	Name: Shari M. Echols
	 	Title: Vice President



 


Signature
Page to Credit Agreement

HealthEquity, Inc.


 






     


     


    

 



 


SCHEDULE
1.01A


 


Existing
Letters of Credit


 


	Issuing Bank	 	Applicant	 	Issuance 

Date	 	Amount	 	 	Beneficiary Name	 	Expiry	 
	MUFG Union Bank, N.A.	 	HealthEquity, Inc.	 	9/8/17	 	$	2,330,000	 	 	New York State Governor’s
    Office of Employee Relations (GOER)	 	 	12/31/2021	 
	MUFG Union Bank, N.A.	 	HealthEquity, Inc.	 	8/20/19	 	$	3,849,750	 	 	Union Mesa 1, LLC	 	 	7/31/2022	 
	Wells Fargo Bank, N.A.	 	WageWorks, Inc.	 	12/6/19	 	$	300,000	 	 	Park Place Holdco LLC	 	 	12/6/21	 
	Wells Fargo Bank, N.A.	 	WageWorks, Inc.	 	9/9/21	 	$	250,000	 	 	New York State Governor’s
    Office of Employee Relations (GOER)	 	 	
12/31/22
	 




 






    


     


    

 


 


SCHEDULE 2.01A


 


COMMITMENTS


 


	LENDER	 	REVOLVING

    COMMITMENT	 	 	TERM LOAN

    COMMITMENT	 
	JPMORGAN CHASE BANK, N.A.	 	$	96,296,296.29	 	 	$	33,703,703.71	 
	TRUIST BANK	 	$	96,296,296.29	 	 	$	33,703,703.71	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	$	96,296,296.29	 	 	$	33,703,703.71	 
	ROYAL BANK OF CANADA	 	$	74,074,074.07	 	 	$	25,925,925.93	 
	BANK OF AMERICA, N.A.	 	$	62,962,962.96	 	 	$	22,037,037.04	 
	CITIZENS BANK, N.A.	 	$	62,962,962.96	 	 	$	22,037,037.04	 
	MUFG UNION BANK, N.A.	 	$	62,962,962.96	 	 	$	22,037,037.04	 
	BMO HARRIS BANK N.A.	 	$	55,555,555.56	 	 	$	19,444,444.44	 
	CAPITAL ONE, NATIONAL ASSOCIATION	 	$	55,555,555.56	 	 	$	19,444,444.44	 
	FIFTH THIRD BANK, NATIONAL ASSOCIATION	 	$	55,555,555.56	 	 	$	19,444,444.44	 
	KEYBANK NATIONAL ASSOCIATION	 	$	55,555,555.56	 	 	$	19,444,444.44	 
	TD BANK, N.A.	 	$	55,555,555.56	 	 	$	19,444,444.44	 
	THE HUNTINGTON NATIONAL BANK	 	$	48,148,148.15	 	 	$	16,851,851.85	 
	REGIONS BANK	 	$	48,148,148.15	 	 	$	16,851,851.85	 
	UMPQUA BANK	 	$	36,296,296.30	 	 	$	12,703,703.70	 
	ZIONS BANCORPORATION, N.A. dba ZIONS BANK	 	$	36,296,296.30	 	 	$	12,703,703.70	 
	SOUTHERN BANCORP BANK	 	$	1,481,481.48	 	 	$	518,518.52	 
	AGGREGATE COMMITMENTS	 	$	1,000,000,000	 	 	$	350,000,000	 



 






    


     


    

 


 


SCHEDULE 2.01B


 


LETTER OF CREDIT COMMITMENTS


 


	LENDER	 	LETTER
    OF CREDIT COMMITMENT	 
	JPMORGAN CHASE BANK, N.A.	 	$	8,333,333.34	 
	TRUIST BANK	 	$	8,333,333.33	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION	 	$	8,333,333.33	 
	AGGREGATE COMMITMENT	 	$	25,000,000.00	 



 






    


     


    

 


EXHIBIT A


 


ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by
and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which
is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed
to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted
by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender
under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities
identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any
of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).
Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor.


 


	1.	Assignor:	 	 
	 	 	 
	2.	Assignee:	 	 
	 	 	[and
    is an Affiliate/Approved Fund of [identify Lender]1]
	 	 	 
	3.	Borrower(s):	 HealthEquity, Inc.	 
	 	 	 
	4.	Administrative
    Agent:	JPMorgan
    Chase Bank, N.A., as the administrative agent under the Credit Agreement
	 	 	 
	5.	Credit
    Agreement:	The
    Credit Agreement dated as of October 8, 2021 among HealthEquity, Inc., the Lenders parties thereto, JPMorgan Chase Bank,
    N.A., as Administrative Agent, and the other agents parties thereto
	 	 	 


 





 






1 Select as applicable.















    A-1


     


    




 


6.
           Assigned Interest:  




 


	Facility Assigned2	 	 	Aggregate Amount of
 Commitment/Loans for
 all Lenders	 	 	Amount of Commitment/Loans
 Assigned	 	 	Percentage
 Assigned of
 Commitment/Loans3	 
	 	 	 	 	$	             	 	 	$	              	 	 	 	             	%
	 	 	 	 	$	 	 	 	$	 	 	 	 	 	%
	 	 	 	 	$	 	 	 	$	 	 	 	 	 	%



 


Effective Date: _____________ ___, 20___ [TO
BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 


The Assignee agrees to deliver to the Administrative
Agent a completed Administrative Questionnaire 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 Borrower, the Loan 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.


 


The terms set forth in this Assignment and Assumption
are hereby agreed to:


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	
	 	 	Title:
	 	 	 
	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	 	Title:






 


Consented to and Accepted:


 


JPMORGAN CHASE BANK, N.A., as

Administrative Agent [and an Issuing Bank and Swingline Lender]


 


	By:	 	 
	 	Title:	 




 





 



 


2 Fill in the appropriate terminology for the types of
facilities under the Credit Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment”, “Term
Loan Commitment”, etc.).


3 Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Lenders thereunder.









    A-2 


     


    



 


[OTHER ISSUING BANKS], as an Issuing Bank


  


[Consented to:]4


 


HEALTHEQUITY, INC.


 





	By:	 	 
	 	Title:	 


 





 



 


4 To be added only if the consent of the Borrower is required
by the terms of the Credit Agreement.


 






    A-3 


     


    





 


ANNEX I


 


STANDARD TERMS AND CONDITIONS FOR


 


ASSIGNMENT AND ASSUMPTION


 


1.
Representations and Warranties.


 


1.1
Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower,
any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, (iv) any requirements under
applicable law for the Assignee to become a lender under the Credit Agreement or to charge interest at the rate set forth therein from
time to time or (v) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of
any of their respective obligations under any Loan Document.


 


1.2
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all
action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement and under
applicable law that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from
and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision
to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement,
together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment
and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent, any Arranger, the Assignor or any other Lender or any of their respective Related Parties, and
(vi) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the
Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance
on the Administrative Agent, any Arrangers, Co-Syndication Agent, Co-Documentation Agent, the Assignor or any other Lender or any of
their respective Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.


 


2.
Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding
the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 


3.
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together
shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor
by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Approved
Electronic Platform shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.


 






    Annex I-1


     


    

 


EXHIBIT B


 


[Reserved]


 






    B-1 


     


    

 


EXHIBIT C


 


[Reserved]


 






    C-1 


     


    

 


EXHIBIT D


 


[Reserved]


 






    D-1 


     


    

  


EXHIBIT E


 


LIST OF CLOSING DOCUMENTS


 


HEALTHEQUITY, INC.


 


CREDIT FACILITIES


 


October 8, 2021


 


LIST OF CLOSING DOCUMENTS1


 


A.            LOAN
DOCUMENTS


 


		1.	Credit
                                            Agreement (the “Credit Agreement”) by and among HealthEquity, Inc.,
                                            a Delaware corporation (the “Borrower”), the institutions from time to
                                            time parties thereto as Lenders (the “Lenders”) and JPMorgan Chase Bank,
                                            N.A., in its capacity as Administrative Agent for itself and the other Lenders (the “Administrative
                                            Agent”), evidencing a revolving credit facility to the Borrower from the Revolving
                                            Lenders in an aggregate principal amount of $1,000,000,000 and a term loan facility to the
                                            Borrower from the Term Lenders in an aggregate principal amount of $350,000,000.



 


SCHEDULES


 


	Schedule 2.01A	--	Commitments
	Schedule
    2.01B	--	Letter
    of Credit Commitments
	Schedule 3.01	--	Guarantors
	Schedule 3.03	--	Filings
    with Governmental Authorities
	Schedule
    3.13	--	Subsidiaries;
    Equity Interests
	Schedule 3.18	--	Security
    Interest Filings
	Schedule
    5.10	--	Mortgaged
    Property
	Schedule
    5.15	--	Post-Closing
    Obligations
	Schedule 6.01	--	Existing
    Liens
	Schedule 6.02	--	Existing
    Investments
	Schedule 6.03	--	Existing
    Indebtedness
	Schedule
    6.08	--	Transactions
    with Affiliates
	Schedule
    10.01	--	Tax
    Identification Information
	Schedule
    10.02	--	Administrative
    Agent’s Office; Certain Addresses for Notices



 


EXHIBITS


 


	Exhibit A	--	Form of
    Assignment and Assumption
	Exhibit B	--	[Reserved]
	Exhibit C	--	[Reserved]
	Exhibit D	--	[Reserved]
	Exhibit E	--	List
    of Closing Documents
	Exhibit F-1	--	Form of
    U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)
	Exhibit F-2	--	Form of
    U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)
	Exhibit F-3	--	Form of
    U.S. Tax Certificate (Foreign Participants That Are Partnerships)
	Exhibit F-4	--	Form of
    U.S. Tax Certificate (Foreign Lenders That Are Partnerships)
	Exhibit G-1	--	Form of
    Borrowing Request
	Exhibit G-2	--	Form of
    Interest Election Request
	Exhibit H-1	--	Form of
    Revolving Loan Note
	Exhibit H-2	--	Form of
    Term Loan Note
	Exhibit I	--	[Reserved]
	Exhibit J	--	Form of
    Compliance Certificate
	Exhibit K
    	--	Form of
    Collateral Agreement
	Exhibit L	--	Form of
    Pari Passu Intercreditor Agreement



 


 


 






1
Each capitalized term used herein and not defined herein shall have the meaning assigned to such term in the above-defined Credit Agreement.
Items appearing in bold and italics shall be prepared and/or provided by the Borrower and/or Borrower’s counsel.


 






    E-1 


     


    

 


		2.	Notes
                                            executed by the Borrower in favor of each of the Lenders, if any, which has requested a note
                                            pursuant to Section 2.10(e) of the Credit Agreement.



 


		3.	Guarantee
                                            and Collateral Agreement executed by the Loan Parties in favor of the Administrative Agent.



 


		4.	Confirmatory
                                            Grant of Security Interest in United States Patents made by certain of the Loan Parties in
                                            favor of the Administrative Agent for the benefit of the Secured Parties.



 


	Schedule A	–	Registered
    Patents; Patent Applications; Other Patents


 


		5.	Confirmatory
                                            Grant of Security Interest in United States Trademarks made by certain of the Loan Parties
                                            in favor of the Administrative Agent for the benefit of the Secured Parties.



 


	Schedule A	–	Registered
    Trademarks; Trademark and Service Mark Applications; Other Trademarks


 


		6.	Confirmatory
                                            Grant of Security Interest in United States Copyrights made by certain of the Loan Parties
                                            in favor of the Administrative Agent for the benefit of the Secured Parties.



 


	Schedule A	–	Registered
    Copyrights; Copyright Applications; Other Copyrights


 


		7.	Certificates
                                            of Insurance listing the Administrative Agent as (x) lender loss payee for the property
                                            casualty insurance policies of the Borrower and the Guarantors, together with separate lender
                                            loss payable endorsements and (y) additional insured with respect to the liability insurance
                                            policies of the Borrower and the Guarantors, together with separate additional insured endorsements.



 


B.            UCC
DOCUMENTS


 


		8.	UCC,
                                            tax lien and name variation search reports naming each Loan Party from the appropriate offices
                                            in relevant jurisdictions.



 


		9.	UCC
                                            financing statements naming each Loan Party as debtor and the Administrative Agent as secured
                                            party as filed with the appropriate offices in applicable jurisdictions.



 






    E-2 


     


    

 


C.            CORPORATE
DOCUMENTS


 


		10.	Certificate
                                            of the Secretary or an Assistant Secretary of each Loan Party certifying (i) that there
                                            have been no changes in the Certificate of Incorporation or other charter document of such
                                            Loan Party, as attached thereto and as certified as of a recent date by the Secretary of
                                            State (or analogous governmental entity) of the jurisdiction of its organization, since the
                                            date of the certification thereof by such governmental entity, (ii) the By-Laws or other
                                            applicable organizational document, as attached thereto, of such Loan Party as in effect
                                            on the date of such certification, (iii) resolutions of the Board of Directors or other
                                            governing body of such Loan Party authorizing the execution, delivery and performance of
                                            each Loan Document to which it is a party, and (iv) the names and true signatures of
                                            the incumbent officers of each Loan Party authorized to sign the Loan Documents to which
                                            it is a party, and (in the case of the Borrower) authorized to request a Borrowing or the
                                            issuance of a Letter of Credit under the Credit Agreement.



 


		11.	Good
                                            Standing Certificate (or analogous documentation if applicable) for each Loan Party from
                                            the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization,
                                            to the extent generally available in such jurisdiction.



 


D.            OPINIONS


 


		12.	Opinion
                                            of Willkie Farr & Gallagher LLP, counsel for the Loan Parties.



 


E.            CLOSING
CERTIFICATES AND MISCELLANEOUS


 


		13.	A
                                            Certificate signed by the President, a Vice President or a Financial Officer of the Borrower
                                            certifying the following: (i) that all of the representations and warranties contained
                                            in Article III of the Credit Agreement are true and correct in all material respects
                                            (provided that any representation and warranty that is qualified by Material Adverse Effect
                                            or other materiality qualifier shall be true and correct in all respects) except to the extent
                                            that such representations and warranties specifically refer to an earlier date, in which
                                            case they are true and correct in all material respects (or, in the case of any representation
                                            or warranty qualified by Material Adverse Effect or other materiality qualifier, in all respects)
                                            as of such earlier date and (ii) that no Default or Event of Default has occurred and
                                            is then continuing.



 


		14.	A
                                            Certificate of the chief financial officer of the Borrower in form and substance reasonably
                                            satisfactory to the Administrative Agent supporting the conclusions that, after giving effect
                                            to the Transactions, the Borrower and its Subsidiaries, taken as a whole, are Solvent and
                                            will be Solvent subsequent to incurring the indebtedness in connection with the Transactions.



 


		15.	A
                                            Perfection Certificate signed by a Responsible Officer of the Borrower, in form and substance
                                            reasonably satisfactory to the Administrative Agent.



 


		16.	Payoff
                                            documentation providing evidence reasonably satisfactory to the Administrative Agent that
                                            the Existing Credit Agreement has been terminated and cancelled (along with all of the agreements,
                                            documents and instruments delivered in connection therewith) and all Indebtedness owing thereunder
                                            (excluding, for the avoidance of doubt contingent obligations not yet due and payable) has
                                            been repaid and any and all liens thereunder have been terminated.



 






    E-3 


     


    

 


EXHIBIT F-1


 


[FORM OF]


 


U.S. TAX
COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of October 8, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the
 “Credit Agreement”), among HealthEquity, Inc. (the “Borrower”), the Lenders from time to time
party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes,
the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times
furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME
    OF LENDER]	 
	 	 
	By:	        	 
	Name:	 
	Title:	 



 


Date:
                   , 20[__]
  



 






    F-1-1


     


    

 


EXHIBIT F-2


 


[FORM oF]


 


U.S. TAX
COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of October 8, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the
 “Credit Agreement”), among HealthEquity, Inc. (the “Borrower”), the Lenders from time to time
party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the
Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or
in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME
    OF PARTICIPANT]	 
	 	 	 
	By:	                     	 
	Name:	 	 
	Title:	 	 



 


Date:
                    , 20[__]
  



 






    F-2-1


     


    

 


EXHIBIT F-3


 


[FORM OF]


 


U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of October 8, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the
 “Credit Agreement”), among HealthEquity, Inc. (the “Borrower”), the Lenders from time to time
party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation
in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners
of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is
claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year
in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME
    OF PARTICIPANT]	 
	 	 
	By:	      	 
	Name:	 
	Title:	 
	 	 



 


Date:
                   , 20[__]
  



 






    F-3-1


     


    

 


EXHIBIT F-4


 


[FORM OF]


 


U.S. TAX
COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
the Credit Agreement dated as of October 8, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the
 “Credit Agreement”), among HealthEquity, Inc. (the “Borrower”), the Lenders from time to time
party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).


 


Pursuant to the provisions
of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as
well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct
or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such
Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the
undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in
the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its
direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of
the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as
described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an
IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent,
and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding such payments.


 


Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


	[NAME
    OF LENDER]	 
	 	 
	By:	                	 
	Name:	 
	Title:	 



 


Date:
                    , 20[__]
  



 






    F-4-1


     


    

 


EXHIBIT G-1


 


FORM OF
BORROWING REQUEST


 


JPMorgan
Chase Bank, N.A.,

as Administrative Agent

for the Lenders referred to below


 


10
South Dearborn, Floor L2

Suite IL1-1145

Chicago, Illinois 60603

Attention: Lacey Watkins

Facsimile: (888) 499-5663

Email: jpm.agency.cri@jpmorgan.com with a copy to lacey.watkins@jpmorgan.com


 


With
a copy to:


 


JPMorgan
Chase Bank, N.A.,

as Administrative Agent

for the Lenders referred to below


 


1125
17th St., Floor 02

Denver, Colorado 80202

Attention: Christine E. Lathrop

Email: christine.e.lathrop@jpmorgan.com


 


Re:
HealthEquity, Inc.


 


[Date]


 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Credit Agreement dated as of October 8, 2021 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among HealthEquity, Inc. (the “Borrower”),
the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit
Agreement, and in that connection the Borrower specifies the following information with respect to such Borrowing requested hereby:


 


	1.	The
                                            requested Borrowing is in respect of [the Revolving Commitment][the Term Loan Commitment]



 


	2.	Aggregate
                                            principal amount of Borrowing:1 __________



 


	3.	Date
                                            of Borrowing (which shall be a Business Day): __________



 


	4.	Type
                                            of Borrowing (ABR or Eurodollar): __________



 


 






1
Not less than applicable amounts specified in Section 2.02(c).


 






    G-1-1


     


    

 


	5.	Interest
                                            Period and the last day thereof (if a Eurodollar Borrowing):2 __________



 


	6.	Location
                                            and number of the Borrower’s account or any other account agreed upon by the Administrative
                                            Agent and the Borrower to which proceeds of Borrowing are to be disbursed: __________



 


[Signature
Page Follows]


 


 






2
Which must comply with the definition of “Interest Period” and end not later than the Maturity Date. 


 









    G-1-2


     


    

 


The
undersigned hereby represents and warrants that the conditions to lending specified in Section[s] [4.01 and]1 4.02 of the
Credit Agreement are satisfied as of the date hereof.


 


	 	Very
    truly yours,
	 	 
	 	HEALTHEQUITY, INC., as
    the Borrower
	 	 
	 	By:	                                 
	 	Name:
	 	Title:




 


 









1 To be included only for Borrowings on the Effective Date. 


 






    G-1-3


     


    

 


EXHIBIT G-2


 


FORM OF
INTEREST ELECTION REQUEST


 


JPMorgan
Chase Bank, N.A.,

as Administrative Agent

for the Lenders referred to below


 


10
South Dearborn, Floor L2

Suite IL1-1145

Chicago, Illinois 60603

Attention: Lacey Watkins

Facsimile: (888) 499-5663

Email: jpm.agency.cri@jpmorgan.com with a copy to lacey.watkins@jpmorgan.com


 


With
a copy to:


 


JPMorgan
Chase Bank, N.A.,

as Administrative Agent

for the Lenders referred to below


 


1125
17th St., Floor 02

Denver, Colorado 80202

Attention: Christine E. Lathrop

Email: christine.e.lathrop@jpmorgan.com


 


Re:
HealthEquity, Inc.


 


[Date]


 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Credit Agreement dated as of October 8, 2021 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among HealthEquity, Inc. (the “Borrower”),
the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The Borrower hereby gives you notice pursuant to Section 2.08 of the Credit Agreement that it requests to [convert][continue] an
existing Borrowing under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to
such [conversion][continuation] requested hereby:


 


	1.	List
                                            date, Type, Class, principal amount and Interest Period (if applicable) of existing Borrowing:
                                            __________



 


	2.	Aggregate
                                            principal amount of resulting Borrowing: __________



 


	3.	Effective
                                            date of interest election (which shall be a Business Day): __________



 


	4.	Type
                                            of Borrowing (ABR or Eurodollar): __________



 






    G-2-1


     


    

 


	5.	Interest
                                            Period and the last day thereof (if a Eurodollar Borrowing):1 __________



 


[Signature
Page Follows]


 


 






1
Which must comply with the definition of “Interest Period” and end not later than the Maturity Date. 


 









    G-2-2


     


    

 


	 	Very
    truly yours,
	 	 
	 	HEALTHEQUITY, INC., as
    Borrower
	 	 
	 	By:	                                  
	 	Name:
	 	Title:




 



    G-2-3


     


    





 


EXHIBIT H-1


 


[FORM OF]


 


REVOLVING LOAN NOTE


 


[__________], 2021


 


FOR VALUE RECEIVED, the undersigned,
HEALTHEQUITY, INC., a Delaware corporation (the “Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to [NAME
OF LENDER] (the “Lender”) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower
pursuant to the “Credit Agreement” (as defined below) on the Maturity Date or on such earlier date as may be required by
the terms of the Credit Agreement. Capitalized terms used herein and not otherwise defined herein are as defined in the Credit Agreement.


 


The undersigned Borrower promises
to pay interest on the unpaid principal amount of each Revolving Loan made to it from the date of such Revolving Loan until such principal
amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder
is due and payable at such times and on such dates as set forth in the Credit Agreement.


 


At the time of each Revolving
Loan, and upon each payment or prepayment of principal of each Revolving Loan, the Lender shall make a notation either on the schedule
attached hereto and made a part hereof, or in such Lender’s own books and records, in each case specifying the amount of such Revolving
Loan, the respective Interest Period thereof (in the case of Eurodollar Loans) or the amount of principal paid or prepaid with respect
to such Revolving Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation shall
not affect the Obligations of the undersigned Borrower hereunder or under the Credit Agreement.


 


This Note is one of the notes
referred to in, and is entitled to the benefits of, that certain Credit Agreement dated as of October 8, 2021 by and among the Borrower,
the financial institutions from time to time parties thereto as Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (as the
same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The
Credit Agreement, among other things, (i) provides for the making of Revolving Loans by the Lender to the undersigned Borrower from
time to time in an aggregate amount not to exceed at any time outstanding such Lender’s Revolving Commitment, the indebtedness
of the undersigned Borrower resulting from each such Revolving Loan to it being evidenced by this Note, and (ii) contains provisions
for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.


 


This Note is secured by the
Collateral Documents. Reference is hereby made to the Collateral Documents for a description of the collateral thereby mortgaged, warranted,
bargained, sold, released, conveyed, assigned, transferred, pledged and hypothecated, the nature and extent of the security for this
Note, the rights of the holder of this Note, the Administrative Agent in respect of such security and otherwise.


 


Demand, presentment, protest
and notice of nonpayment and protest are hereby waived by the Borrower. Whenever in this Note reference is made to the Administrative
Agent, the Lender or the Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors
and assigns. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and assigns. The Borrower’s
successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for the Borrower.


 






    H-1-1


     


    

 


This Note shall be construed
in accordance with and governed by the law of the State of New York.


 


*****


 






    H-1-2


     


    

 


	 	HEALTHEQUITY, INC.




 


	 	By:	 
	 	Name:
	 	Title:




 






    H-1-3


     


    

 


SCHEDULE OF LOANS AND PAYMENTS
OR PREPAYMENTS


 


	Date	Amount
    of Loan	Interest
    Period/Rate	Amount
    of Principal Paid or Prepaid	Unpaid
    Principal Balance	Notation
    Made By
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 



 









    


     


    

 


EXHIBIT H-2


 


[FORM OF]


 


TERM LOAN NOTE


 


[__________], 2021


 


FOR VALUE RECEIVED, the undersigned,
HEALTHEQUITY, INC., a Delaware corporation (the “Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to [NAME
OF LENDER] (the “Lender”) the aggregate unpaid principal amount of all Term Loans made by the Lender to the Borrower
pursuant to the “Credit Agreement” (as defined below) on the Maturity Date or on such earlier date as may be required by
the terms of the Credit Agreement. Capitalized terms used herein and not otherwise defined herein are as defined in the Credit Agreement.


 


The undersigned Borrower promises
to pay interest on the unpaid principal amount of each Term Loan made to it from the date of such Term Loan until such principal amount
is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due
and payable at such times and on such dates as set forth in the Credit Agreement.


 


At the time of each Term Loan,
and upon each payment or prepayment of principal of each Term Loan, the Lender shall make a notation either on the schedule attached
hereto and made a part hereof, or in such Lender’s own books and records, in each case specifying the amount of such Term Loan,
the respective Interest Period thereof (in the case of Eurodollar Loans) or the amount of principal paid or prepaid with respect to such
Term Loan, as applicable; provided that the failure of the Lender to make any such recordation or notation shall not affect the
Obligations of the undersigned Borrower hereunder or under the Credit Agreement.


 


This Note is one of the notes
referred to in, and is entitled to the benefits of, that certain Credit Agreement dated as of October 8, 2021 by and among the Borrower,
the financial institutions from time to time parties thereto as Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (as the
same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). The
Credit Agreement, among other things, (i) provides for the making of Term Loans by the Lender to the undersigned Borrower from time
to time in an aggregate amount not to exceed at any time outstanding such Lender’s Term Loan Commitment, the indebtedness of the
undersigned Borrower resulting from each such Term Loan to it being evidenced by this Note, and (ii) contains provisions for acceleration
of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity
hereof upon the terms and conditions therein specified.


 


This Note is secured by the
Collateral Documents. Reference is hereby made to the Collateral Documents for a description of the collateral thereby mortgaged, warranted,
bargained, sold, released, conveyed, assigned, transferred, pledged and hypothecated, the nature and extent of the security for this
Note, the rights of the holder of this Note, the Administrative Agent in respect of such security and otherwise.


 


Demand, presentment, protest
and notice of nonpayment and protest are hereby waived by the Borrower. Whenever in this Note reference is made to the Administrative
Agent, the Lender or the Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors
and assigns. The provisions of this Note shall be binding upon and shall inure to the benefit of said successors and assigns. The Borrower’s
successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for the Borrower.


 






    H-2-1


     


    

 


This Note shall be construed
in accordance with and governed by the law of the State of New York.


 


*****


 






    H-2-2


     


    

 


 


	 	HEALTHEQUITY, INC.




 


	 	By:	 
	 	Name:
	 	Title:




 






    H-2-4


     


    

 


 


SCHEDULE OF LOANS AND PAYMENTS
OR PREPAYMENTS


 


	Date	Amount
    of Loan	Interest
    Period/Rate	Amount
    of Principal Paid or Prepaid	Unpaid
    Principal Balance	Notation
    Made By
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 



 






    2


     


    

 


 


EXHIBIT I


 


[Reserved]


 









    


     


    

 


EXHIBIT J


 


FORM OF


 


COMPLIANCE
CERTIFICATE


 


FORM OF
COMPLIANCE CERTIFICATE


 


THE
UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:


 


1.            I
am the [Chief Executive Officer, Chief Financial Officer, Treasurer, Controller] of HealthEquity, Inc., a Delaware corporation
(the “Borrower”). The certifications herein are made in the name (and on behalf) of the Borrower and not in my individual
capacity.


 


2.            I
have reviewed the terms of that certain Credit Agreement, dated as of October 8, 2021 (as it may be amended, restated, supplemented
or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used
herein as therein defined), by and among the Borrower, each Lender from time to time party hereto, and JPMorgan Chase Bank, N.A.,
as Administrative Agent, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions
and condition of the Borrower and its Subsidiaries during the accounting period covered by the attached financial statements.


 


3.            The
examination described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event
which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements
or as of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate, describing in detail,
the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking,
or proposes to take with respect to each such condition or event.


 


The
foregoing certifications, together with the computations set forth in the Annex A hereto and the financial statements delivered
with this Certificate in support hereof, are made and delivered as of [____] pursuant to Section 5.02(a) of the
Credit Agreement.


 


	 	HEALTHEQUITY, INC.



 


	 	By:	 
	 	Name:
	 	Title:
    [Chief Executive Officer, Chief Financial Officer, Treasurer, Controller]




 









    Exhibit J-1


     


    

 


ANNEX A
TO

COMPLIANCE CERTIFICATE


 


FOR
THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy].


 


	1.                         Consolidated
    EBITDA:  (i)+(ii)–(iii) =	$[___,___,___]
	 	 	 	 
	 	 	Means,
    at any date of determination, an amount equal to	 
	 	 	 	 
	 	(i)	Consolidated
    Net Income of the Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period
    plus,	$[___,___,___]
	 	 	 	 
	 	(ii)	the
    following, without duplication, to the extent deducted in calculating such Consolidated Net Income	 
	 	 	 	 
	 	 	(a)           Consolidated
    Interest Expense, plus	$[___,___,___]
	 	 	 	 
	 	 	(b)          the
    provision for federal, state, local and foreign income and franchise taxes payable (calculated net of federal, state, local and foreign
    income tax credits) and other taxes, interest and penalties included under GAAP in income tax expense (provided that such
    amounts in respect of any Restricted Subsidiary shall be included in this clause (b) only to the extent that a corresponding
    amount would be permitted at the date of determination to be dividended to the Borrower by such Restricted Subsidiary without prior
    approval (that has not been obtained), pursuant to the terms of its Organization Documents and all agreements, instruments, judgments,
    decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders),
    plus	$[___,___,___]
	 	 	 	 
	 	 	(c)           depreciation
    and amortization expenses (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses
    that were paid in a prior period), plus	$[___,___,___]
	 	 	 	 
	 	 	(d)          other non-recurring expenses, write-offs, write-downs or impairment charges which do not represent a cash item in such period (or
    in any future period) (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses
    in any future period or amortization of a prepaid cash expense that was paid in a prior period and any non-cash charge, expense or
    loss relating to write-offs, write-downs or reserves with respect to accounts receivable or inventory), plus	$[___,___,___]
	 	 	 	 



 






    EXHIBIT J-2


     


    










 


	 	 	(e)            non-cash
    charges or expenses related to stock-based compensation and other non-cash charges or non-cash losses (including, extraordinary,
    unusual or non-recurring non-cash losses) incurred or recognized, plus	$[___,___,___]
	 	 	 	 
	 	 	(f)            cash
    or non-cash charges constituting fees and expenses incurred in connection with the Transactions, the WageWorks Acquisition or the
    Viking Acquisition, plus	$[___,___,___]
	 	 	 	 
	 	 	(g)           unrealized
    losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application
    of FASB ASC 830 or any similar accounting standard, plus	$[___,___,___]
	 	 	 	 
	 	 	(h)           any
    expenses or charges related to any issuance of Equity Interests or debt securities, Investment, acquisition, Disposition, recapitalization
    or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing
    thereof) (whether or not successful), including any amendment or other modification of the Obligations or other Indebtedness, plus	$[___,___,___]
	 	 	 	 
	 	 	(i)            one-time
    deal advisory, financing, legal, accounting, and consulting cash expenses incurred by the Borrower and its Restricted Subsidiaries
    in connection with any Permitted Acquisitions not constituting the consideration for any such Permitted Acquisition, plus	$[___,___,___]
	 	 	 	 
	 	 	(j)             non-cash
    losses and expenses resulting from fair value accounting (as permitted by Accounting Standard Codification Topic No. 825-10-25
    – Fair Value Option or any similar accounting standard), plus	$[___,___,___]
	 	 	 	 
	 	 	(k)            restructuring
    charges or reserves or integration costs or other business optimization expenses, including in connection with (x) the Transactions,
    the WageWorks Acquisition, the Viking Acquisition or any Permitted Acquisition or (y) the consolidation or closing of facilities
    during such Measurement Period; provided that the aggregate amount of integration costs related to any Permitted Acquisition
    (other than the WageWorks Acquisition and the Viking Acquisition) added-back pursuant to this clause (k) in any four
    consecutive fiscal quarter period shall not exceed 15% of Consolidated EBITDA for such period prior to giving effect to this clause
    (k), plus	$[___,___,___]
	 	 	 	 
	 	 	(l)            extraordinary,
    unusual or non-recurring cash charges and losses incurred or recognized,	$[___,___,___]



 






    EXHIBIT J-3


     


    













 


	 	 	minus,	 
	 	 	 	 
	 	(iii)	Without
    duplication:	 
	 	 	 	 
	 	 	(a)           unrealized
    gains included in Consolidated EBITDA for such Measurement Period in respect of hedging transactions and mark-to-market of Indebtedness
    denominated in foreign currencies resulting from the application of FASB ASC 830 or any similar accounting standard and 	$[___,___,___]
	 	 	 	 
	 	 	(b)           non-cash
    gains included in Consolidated Net Income for such Measurement Period (excluding any such non-cash gain to the extent it represents
    the reversal of an accrual or a reserve for a potential cash gain in any prior period).	$[___,___,___]
	 	 	 	 
	 	 	If
                                            there has occurred a Permitted Acquisition or other Investment in the nature of an acquisition
                                            permitted by this Agreement during the applicable Measurement Period, or for purposes of
                                            calculating pro forma Total Net Leverage Ratio, pro forma First Lien Net Leverage Ratio,
                                            pro forma Secured Net Leverage Ratio or pro forma Consolidated Interest Coverage Ratio after
                                            the applicable Measurement Period but on or prior to the Ratio Calculation Date in accordance
                                            with Section 1.12(b), Consolidated EBITDA shall be calculated on a Pro Forma
                                            Basis.

                                                                                  

    Calculating
    Consolidated EBITDA on a “Pro Forma Basis” shall mean giving effect to any such Permitted Acquisition or other Investment
    in the nature of an acquisition, and any Indebtedness incurred or assumed in connection therewith, as follows:
	 
	 	 	 	 
	 	 	(A)         any
                                            Indebtedness incurred or assumed in connection with such Permitted Acquisition or other permitted
                                            Investment in the nature of an acquisition was incurred or assumed on the first day of the
                                            applicable Measurement Period and remained outstanding,

                                                                                  

    (B)          the
    rate on such Indebtedness shall be calculated as if the rate in effect on the date of such Permitted Acquisition or other permitted
    Investment in the nature of an acquisition had been the applicable rate for the entire period (taking into account any interest rate
    Swap Contracts applicable to such Indebtedness), and

     

    (C)          all
    income, depreciation, amortization, taxes, and expense associated with the assets or entity acquired in connection with such Permitted
    Acquisition or other permitted Investment in the nature of an acquisition for the applicable period shall be calculated on a pro
    forma basis after giving effect to cost savings, operating expense reductions, other operating improvements and acquisition synergies
    (including custodial and interchange synergies) that are reasonably identifiable and projected by the Borrower in good faith to be
    realized within twenty four (24) months after such Permitted Acquisition or other permitted Investment in the nature of an acquisition
    (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken
    by the Borrower or any Restricted Subsidiary in connection with such Permitted Acquisition or other such permitted Investment and
    net of (x) the amount of actual benefits realized during such period from such actions that are otherwise included in the calculation
    of Consolidated EBITDA in each case from and after the first day of such Measurement Period and (y) the amount of all income,
    depreciation, amortization, taxes and expenses associated with any assets or entity acquired in connection with such Permitted Acquisition
    or other such permitted Investment that the Borrower reasonably anticipates will be divested pursuant to Section 6.05(k) or
    otherwise;

    
	 



 


 






    EXHIBIT J-4


     


    

 


provided that:





 


	 	 	(i)            the
    aggregate amount of cost savings, operating expense reductions, other operating improvements and acquisition synergies added-back
    in connection with Permitted Acquisitions or other such permitted Investments pursuant to this clause (C) in any
    four consecutive fiscal quarter period shall not exceed 25% of Consolidated EBITDA for such period prior to giving effect to this
    clause (C); and 	 
	 	 	 	 
	 	 	(ii)           at
    the time any such calculation pursuant to this clause (C) is made, the Borrower shall provide on Annex I hereto reasonably
    detailed calculations in respect of the matters referred to in this clause (C), as well as the relevant factual support
    in respect thereof.	 
	 	 
	2.                        Consolidated
    Interest Expense:	$[___,___,___]
	 	 	 	 
	 	 	with
    reference to any period, the interest expense (including without limitation interest expense under Capital Lease Obligations that
    is treated as interest in accordance with GAAP) of the Borrower and its Restricted Subsidiaries calculated on a consolidated basis
    for such period with respect to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries allocable to such period
    in accordance with GAAP (including, without limitation, all commissions, discounts and other fees and charges owed with respect to
    letters of credit and bankers acceptance financing and net costs under interest rate Swap Contracts to the extent such net costs
    are allocable to such period in accordance with GAAP). In the event that the Borrower or any Restricted Subsidiary shall have completed
    a Material Acquisition or a Material Disposition since the beginning of the relevant period, Consolidated Interest Expense shall
    be determined for such period on a pro forma basis as if such acquisition or disposition, and any related incurrence or repayment
    of Indebtedness, had occurred at the beginning of such period.	 
	 	 	 	 
	3.                        Consolidated
Cash Interest Expense:	$[___,___,___]
	 	 	 	 
	 	 	with
    reference to any period, Consolidated Interest Expense of the Borrower and its Restricted Subsidiaries which is paid in cash, calculated
    on a consolidated basis for such period.	 
	 	 
	4.                        Consolidated
    Net Income:  (i) but excluding (ii) =	$[___,___,___]
	 	 	 	 
	 	 	at
    any date of determination, 	 
	 	 	 	 
	 	(i)	the
    net income (or loss) of the Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement
    Period taken as a single accounting period determined in conformity with GAAP; provided that Consolidated Net Income shall
    exclude, without duplication:	 
	 	 	 	 
	 	(ii)	(a)       extraordinary
    gains and extraordinary non-cash losses for such Measurement Period,	$[___,___,___]
	 	 	 	 
	 	 	(b)       the
    net income of any Restricted Subsidiary that is not a Loan Party during such Measurement Period to the extent that the declaration
    or payment of dividends or similar distributions by such Restricted Subsidiary of such income is not permitted by operation of the
    terms of its Organization Documents or any agreement, instrument or Law applicable to such Restricted Subsidiary during such Measurement
    Period, except that the Borrower’s equity in any net loss of any such Restricted Subsidiary for such Measurement Period shall
    be included in determining Consolidated Net Income,	 

     

     

     

    $[___,___,___]

     




 






    EXHIBIT J-5


     


    

 


	 	 	(c)        any
    income (or loss) for such Measurement Period of any Person if such Person is not a Restricted Subsidiary, except that (x) the
    Borrower’s equity in the net income of any such Person for such Measurement Period shall be included in Consolidated Net Income
    up to the aggregate amount of cash actually distributed by such Person during such Measurement Period to the Borrower or a Restricted
    Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Restricted Subsidiary, such
    Restricted Subsidiary is not precluded from further distributing such amount to the Borrower as described in clause (b) of
    this proviso) and (y) any such loss for such Measurement Period shall be included to the extent funded with cash contributed
    by the Borrower or a Restricted Subsidiary,	$[___,___,___]
	 	 	 	 
	 	 	(d)        any
    cancellation of debt income arising from any early extinguishment of Indebtedness, hedging agreements or other similar instruments	$[___,___,___]
	 	 	 	 
	 	 	(e)         the
    effects of purchase accounting adjustments (including the effects of such adjustments pushed down to the Borrower and its Restricted
    Subsidiaries) in component amounts required or permitted by GAAP resulting from the application of purchase accounting in relation
    to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes	$[___,___,___]
	 	 
	5.                         Consolidated
    Funded Indebtedness: (i)+(ii)+(iii)+(iv)+(v)+(vi)+(vii): 	$[___,___,___]
	 	 	 	 
	 	 	as
    of any date of determination, for the Borrower and its Restricted Subsidiaries  on a consolidated basis, the sum, without
    duplication of (if and to the extent the same would constitute indebtedness or a liability in accordance with GAAP):	$[___,___,___]
	 	 	 	 
	 	(i)	the
    outstanding principal amount of all obligations, whether current or long-term, for borrowed money and all obligations evidenced by
    bonds, debentures, notes, loan agreements or other similar instruments,	$[___,___,___]
	 	 	 	 
	 	(ii)	all
    purchase money Indebtedness,	$[___,___,___]
	 	 	 	 
	 	(iii)	all
    direct non-contingent obligations arising in connection with letters of credit (including standby and commercial), bankers’
    acceptances, bank guaranties, surety bonds and similar instruments (other than letters of credit and bank guarantees, to the extent
    undrawn),	$[___,___,___]
	 	 	 	 
	 	(iv)	all
    obligations to pay the deferred purchase price of property or services (other than (x) trade accounts payable in the ordinary
    course of business and (y) contingent earn-outs, hold-backs and other deferred payment of consideration in Permitted Acquisitions),	$[___,___,___]
	 	 	 	 
	 	(v)	Attributable
    Indebtedness in respect of Capital Leases,	$[___,___,___]
	 	 	 	 
	 	(vi)	all
    Guarantees with respect to outstanding Indebtedness of the types specified in clauses (i) through (v) above
    of Persons other than the Borrower or any Restricted Subsidiary,	$[___,___,___]
	 	 	 	 
	 	(vii)	all
    Indebtedness of the types referred to in clauses (i) through (vi) above of any partnership or joint venture
    (other than a joint venture that is itself a corporation or limited liability company) in which the Borrower or a Restricted Subsidiary
    is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Restricted
    Subsidiary,	$[___,___,___]



 






    EXHIBIT J-6


     


    

 


	 	 
	6.           Consolidated
    Interest Coverage Ratio:  	 
	 	 	 	 
	 	 	with
    respect to any Measurement Period, the ratio of:	 
	 	 	 	 
	 	(a)	Consolidated
    EBITDA for the most recently completed Measurement Period	$[___,___,___]
	 	 	 	 
	 	(b)	Consolidated
    Cash Interest Expense for such Measurement Period	$[___,___,___]
	 	 	 	 
	 	 	Actual:	[(a) /
    (b)]:1.00
	 	 	 	 
	 	 	Required
    in accordance with Section 6.11(b) of the Credit Agreement:	3.00:1.00
	 	 
	7.             Total
    Net Leverage Ratio:  	 
	 	 	 	 
	 	 	with
    respect to any Measurement Period, the ratio of:	 
	 	 	 	 
	 	(a)	Consolidated
    Funded Indebtedness (net of the Unrestricted Cash Amount in an aggregate amount not to exceed $350,000,000) as of the last day of
    such Measurement Period	$[___,___,___]
	 	 	 	 
	 	(b)	Consolidated
    EBITDA for such Measurement Period, in each case, for the Borrower and its Restricted Subsidiaries	$[___,___,___]
	 	 	 	 
	 	 	Actual:	[(a) /
    (b)]:1.00
	 	 	 	 
	 	 	Maximum
    permitted in accordance with Section 6.11(a) of the Credit Agreement:	5:00:1.00


 






    EXHIBIT J-7


     


    

 


Annex I


 


[Provide reasonably detailed calculations,
as well as relevant factual support, for any cost savings, operating expense reductions, other operating improvements and acquisition
synergies added back to Consolidated EBITDA for the applicable Measurement Period]


 












    EXHIBIT J-1


     


    

 


 


EXHIBIT K


 


FORM OF


 


COLLATERAL AGREEMENT


 


[Attached]


 






    EXHIBIT K-1


     


    

 



 


Execution Version


 
 


GUARANTEE AND COLLATERAL
AGREEMENT


 





among


 


HEALTHEQUITY, INC.,


 


certain of its Subsidiaries,


 


and


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 


Dated as of October 8, 2021


 


 



     


     


    

 


TABLE
OF CONTENTS


 


Page


 


	Article 1.
    DEFINED TERMS	2
	 	 
	Section 1.1	Definitions	2
	Section 1.2	Other Definitional Provisions	7
	 	 	 
	Article 2.
    GUARANTEE	7
	 	 	 
	Section 2.1	Guarantee	7
	Section 2.2	Rights of Reimbursement, Contribution
    and Subrogation	8
	Section 2.3	Amendments, etc. with respect
    to the Obligations	9
	Section 2.4	Guarantee Absolute and Unconditional	10
	Section 2.5	Reinstatement	10
	Section 2.6	Payments	10
	Section 2.7	Bankruptcy, Etc.	10
	Section 2.8	Subordination of Other Obligations	11
	Section 2.9	Keepwell	11
	 	 	 
	Article 3.
    GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL	11
	 	 	 
	Article 4. REPRESENTATIONS AND
    WARRANTIES	13
	 	 	 
	Section 4.1	Representations in Credit Agreement	13
	Section 4.2	Title; No Other Liens	13
	Section 4.3	Perfected First Priority Liens	14
	Section 4.4	Name; Jurisdiction of Organization, etc.	14
	Section 4.5	Inventory and Equipment	14
	Section 4.6	Intentionally Omitted	14
	Section 4.7	Investment Property	15
	Section 4.8	Receivables	16
	Section 4.9	Intellectual Property	16
	Section 4.10	Letter of Credit Rights	17
	Section 4.11	Commercial Tort Claims	17
	 	 	 
	Article 5.
    COVENANTS	17
	 	 	 
	Section 5.1	Covenants in Credit Agreement	17
	Section 5.2	Delivery of Certificated Securities
    and Pledged Notes Outside the Ordinary Course	17
	Section 5.3	Intentionally Omitted	18
	Section 5.4	Maintenance of Perfected Security
    Interest; Further Documentation	18
	Section 5.5	Changes in Locations, etc.	18
	Section 5.6	Intentionally Omitted	18
	Section 5.7	Investment Property	18
	Section 5.8	Intentionally Omitted	19
	Section 5.9	Intellectual Property	19
	Section 5.10	Commercial Tort Claims	21
	Section 5.11	Changes in Locations, Name,
    Jurisdiction of Incorporation, etc.	21



 






    i


     


    

 


	Article 6.
    REMEDIAL PROVISIONS	21
	 	 	 
	Section 6.1	Certain Matters Relating to
    Receivables	21
	Section 6.2	Communications with Obligors;
    Grantors Remain Liable	22
	Section 6.3	Pledged Securities	22
	Section 6.4	Proceeds to be Turned Over To
    Administrative Agent	23
	Section 6.5	Application of Proceeds	23
	Section 6.6	Code and Other Remedies	24
	Section 6.7	Registration Rights	25
	Section 6.8	Waiver; Deficiency	26
	Section 6.9	Intentionally Omitted	26
	Section 6.10	IP Licenses	26
	 	 	 
	Article 7.
    THE Administrative Agent	26
	 	 	 
	Section 7.1	Administrative Agent’s
    Appointment as Attorney-in-Fact, etc.	26
	Section 7.2	Duty of Administrative Agent	28
	Section 7.3	Execution of Financing Statements	28
	Section 7.4	Authority of Administrative
    Agent	28
	Section 7.5	Appointment of Co-Administrative
    Agents	29
	 	 	 
	Article 8.
    MISCELLANEOUS	29
	 	 	 
	Section 8.1	Amendments in Writing; Amendments
    to Schedules	29
	Section 8.2	Notices	29
	Section 8.3	No Waiver by Course of Conduct;
    Cumulative Remedies	29
	Section 8.4	Enforcement Expenses; Indemnification	29
	Section 8.5	Successors and Assigns	30
	Section 8.6	Set-Off	30
	Section 8.7	Counterparts	30
	Section 8.8	Severability	30
	Section 8.9	Section Headings	31
	Section 8.10	Integration/Conflict	31
	Section 8.11	GOVERNING LAW	31
	Section 8.12	Submission to Jurisdiction;
    Waivers	31
	Section 8.13	Acknowledgments	31
	Section 8.14	Additional Grantors	32
	Section 8.15	Releases	32
	Section 8.16	WAIVER OF JURY TRIAL	33




 









    ii


     


    

 


 


SCHEDULES


 


		1	Notice Addresses of Guarantors






		2	Description of Pledged Investment
                                            Property






		3	Exact Legal Name, Location
                                            of Jurisdiction of Organization, Chief Executive Office and Inventory and Equipment






		4	[Reserved]






		5	Copyrights, Patents, Trademarks






		6	Commercial Tort Claims






		7	Filings and Other Actions
                                            Required to Perfect Security Interests






		8	Letter of Credit Rights



 


EXHIBITS


 


		A-1	Form of [Copyright][Patent][Trademark] Security Agreement






		A-2	Form of After-Acquired Intellectual Property Security Agreement



 


ANNEXES


 


		1	Assumption Agreement



 






    iii


     


    

 







 


GUARANTEE AND COLLATERAL AGREEMENT


 


GUARANTEE AND COLLATERAL AGREEMENT,
dated as of October 8, 2021, among, inter alios, each of the signatories hereto (together with any other entity that may
become a party hereto as provided herein, the “Grantors”), and JPMORGAN CHASE BANK, N.A., as administrative agent
(in such capacity and together with its successors in such capacity, the “Administrative Agent”) for (i) the
banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement,
dated as of October 8, 2021 (as amended, restated supplemented, replaced, or otherwise modified from time to time, the “Credit
Agreement”), among, inter alios, HEALTHEQUITY, INC., a Delaware corporation (the “Borrower”),
the Lenders and the Administrative Agent, and (ii) the other Secured Parties (as hereinafter defined).


 


W
I T N E S S E T H:


 


WHEREAS, pursuant to the Credit
Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions
set forth therein;


 


WHEREAS, the Borrower is a
member of an affiliated group of companies that includes each other Grantor;


 


WHEREAS, the proceeds of (a) the
Term Loans and Revolving Loans will be used to consummate the Refinancing, to pay the fees and expenses incurred in connection with the
Transactions and for working capital and general corporate purposes of the Borrower and its Subsidiaries, including without limitation
for the financing of acquisitions and Investments, and any other purpose not in contravention of any Law or of any Loan Document and
(b) any other Credit Event will be used for working capital and general corporate purposes of the Borrower and its Subsidiaries,
including without limitation for the financing of acquisitions and Investments, and any other purpose not in contravention of any Law
or of any Loan Document;


 


WHEREAS, the Borrower and the
other Grantors are engaged in related businesses, and each Grantor will derive substantial direct and indirect benefit from the making
of the extensions of credit under the Credit Agreement; and


 


WHEREAS, it is a condition
precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement thereafter
that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the benefit of the Secured Parties.


 


NOW, THEREFORE, in consideration
of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement, to induce the other Secured
Parties to enter into certain hedging and cash management agreements with the Grantors, and to induce the Lenders to make their respective
extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Administrative Agent, for the benefit of the Secured
Parties, as follows:


 






    


     


    

 


Article 1.

DEFINED TERMS


 


Section 1.1     Definitions.
(a)  Unless otherwise defined herein, capitalized terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement, and capitalized terms used herein but not defined herein nor in the Credit Agreement shall have
the meanings given to them in the New York UCC (as defined below), including but not limited to the following terms (provided that to
the extent the New York UCC is used to define any of the following terms and such term is defined differently in different Articles of
the New York UCC, the definition of such term contained in Article 9 of the New York UCC shall govern): Accounts, Account Debtor,
Authenticate, Certificated Security, Chattel Paper, Commercial Tort Claim, Commodity Account, Commodity Contract, Commodity Intermediary,
Deposit Accounts, Documents, Electronic Chattel Paper, Entitlement Order, Equipment, Farm Products, Financial Asset, Fixtures, General
Intangible, Goods, Instruments, Inventory, Letter of Credit Rights, Money, Payment Intangibles, Securities Account, Securities
Intermediary, Security, Security Entitlement, Supporting Obligations, Tangible Chattel Paper and Uncertificated Security.


 


(b)            The
following terms shall have the following meanings:


 


“Agreement”
shall mean this Guarantee and Collateral Agreement, as the same may be amended, restated, supplemented or otherwise modified from time
to time.


 


“Assignment of Claims
Act” shall mean the Assignment of Claims Act of 1940.


 


“Collateral”
shall have the meaning set forth in Article 3 hereof.


 


“Collateral Account”
shall mean (i) any collateral account established by the Administrative Agent as provided in Sections 6.1 or 6.4 or
(ii) any cash collateral account established as provided in Sections 2.06 or 7.02 of the Credit Agreement.


 


“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.


 


“Copyright License”
shall mean any written agreement naming any Grantor as licensor or licensee, granting any right under any Copyright, including, without
limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.


 


“Copyrights”
shall mean (but excluding in all cases software licensed to a Grantor) (i) all domestic copyrights, whether or not the underlying
works of authorship have been published, including but not limited to copyrights in software and databases, all Mask Works (as defined
in 17 U.S.C. 901 of the U.S. Copyright Act) and all works of authorship, (ii) all copyright registrations and copyright applications,
and any renewals or extensions thereof, including, without limitation, each U.S. registration and application identified in Schedule
5 and (iii) the rights to print, publish and distribute any of the foregoing.


 


“Discharge of the
Obligations” shall mean and shall have occurred when (i) all Obligations shall have been paid in full in cash in immediately
available funds and all other obligations under the Loan Documents shall have been performed (other than (a) those expressly stated
to survive termination, (b) contingent obligations as to which no claim has been asserted, and (c) obligations and liabilities
under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Qualified
Counterparties shall have been made), (ii) no Letters of Credit shall be outstanding (other than Letters of Credit which have been
Cash Collateralized or as to which other arrangements satisfactory to the Issuing Bank shall have been made) and (iii) all Commitments
shall have terminated or expired.


 


“Excluded Swap Obligation”
means, with respect to any Guarantor, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of
such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Specified Swap Obligation (or any Guarantee
thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission
(or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute
an ECP at the time the Guarantee of such Guarantor or the grant of such security interest becomes or would become effective with respect
to such Specified Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing more than one swap, such
exclusion shall apply only to the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or
security interest is or becomes illegal.


 






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“Guarantors”
shall mean the collective reference to each Grantor and, for the avoidance of doubt, shall include the Borrower (only with respect to
the Secured Cash Management Obligations of the other Guarantors and the Secured Hedging Obligations of the other Guarantors).


 


“Intellectual Property”
shall mean the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under
United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the
Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets and the Trade Secret Licenses.


 


“Intercompany Note”
shall mean any promissory note evidencing loans made by any Grantor to the Borrower or any of its Subsidiaries.


 


“Insurance”
shall mean all insurance policies covering any or all of the Collateral (regardless of whether the Administrative Agent is the additional
insured or loss payee thereof).


 


“Investment Property”
shall mean the collective reference to (i) all “investment property” as such term is defined in the New York UCC and
(ii) whether or not constituting “investment property” as so defined, all Pledged Notes, all Pledged Equity Interests,
all Pledged Security Entitlements and all Pledged Commodity Contracts.


 


“Issuers”
shall mean the collective reference to each issuer of a Pledged Security.


 


“New York UCC”
shall mean the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that
in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, priority, or remedies with respect
to Administrative Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction
other than the State of New York, the term “New York UCC” shall mean the Uniform Commercial Code as enacted and in effect
in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies.


 


“Obligations”
shall mean all Obligations (as defined in the Credit Agreement) including, without limitation, those arising under Article 2
hereof; provided, however, that Obligations shall not include any Excluded Swap Obligations.


 


“Obligee Guarantor”
shall have the meaning set forth in Section 2.8.


 


“Patent License”
shall mean all agreements, whether written or oral, providing for the grant by or to any Grantor of any right to manufacture, use or
sell any invention covered in whole or in part by a Patent.


 


“Patents”
shall mean (but excluding in all cases software licensed to a Grantor) (i) all domestic patents, patent applications and patentable
inventions, including, without limitation, each U.S. issued patent and patent application identified in Schedule 5, all certificates
of invention or similar property rights, (ii) all inventions and improvements described and claimed therein, and (iii) all
reissues, divisions, continuations, continuations-in-part, substitutes, renewals, reexaminations and extensions thereof, and all improvements
thereon.


 






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“Permitted Exceptions”
shall mean the following exceptions to the obligations or representations of any Grantor: (i) no Grantor shall be required to take
actions to perfect the security interest of the Administrative Agent (x) on any property that is covered by a certificate of title
statute of any jurisdiction under the law of which the indication of a security interest on such certificate is required as a condition
of perfection thereof or (y) if recordation of a security interest with the Federal Aviation Administration or the International
Registry of Mobile Assets is required as a condition of perfection thereof; (ii) no Grantor shall be required to take actions to
create or perfect the security interest of the Administrative Agent on any Excluded Assets or Specified Assets; (iii) no Grantor
shall be required to take actions to perfect the security interests of the Administrative Agent with respect to any Collateral for which
security interests are perfected by a method other than the filing of a financing statement unless this Agreement expressly requires
such Grantor to take such perfection action; and (iv) no Grantor shall be required to take actions to perfect any security interests
of the Administrative Agent with respect to any Specified Equity other than the filing of a financing statement.


 





“Pledged Alternative
Equity Interests” shall mean all interests of any Grantor in participation or other interests in any equity or profits of any
business entity and the certificates, if any, representing such interests and all dividends, distributions, cash, warrants, rights, options,
instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of such interests and any other warrant, right or option to acquire any of the foregoing; provided,
however, that “Pledged Alternative Equity Interests” shall not include any Pledged Stock, Pledged Partnership Interests,
Pledged LLC Interests and Pledged Trust Interests.


 


“Pledged Commodity
Contracts” shall mean all commodity contracts to which any Grantor is party from time to time.


 


“Pledged Debt Securities”
shall mean all debt securities now owned or hereafter acquired by any Grantor, including, without limitation, the debt securities listed
on Schedule 2 (as such schedule may be amended from time to time concurrently with the delivery by the Borrower of the items required
by Sections 5.01(a) and 5.01(b) of the Credit Agreement, as applicable), together with any other certificates,
options, rights or security entitlements of any nature whatsoever in respect of the debt securities of any Person that may be issued
or granted to, or held by, any Grantor while this Agreement is in effect; provided, however, that in no event shall “Pledged
Debt Securities” include any Excluded Assets or Specified Assets.


 


“Pledged Equity
Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests, Pledged Trust Interests and
Pledged Alternative Equity Interests; provided, however, that in no event shall “Pledged Equity Interests”
include any Excluded Assets or Specified Assets.


 


“Pledged LLC Interests”
shall mean all interests of any Grantor now owned or hereafter acquired in any limited liability company including, without limitation,
all limited liability company interests listed on Schedule 2 hereto under the heading “Pledged LLC Interests” (as
such schedule may be amended from time to time concurrently with the delivery by the Borrower of the items required by Sections 5.01(a) and
5.01(b) of the Credit Agreement, as applicable) and the certificates, if any, representing such limited liability company
interests and any interest of such Grantor on the books and records of such limited liability company and all dividends, distributions,
cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such limited liability company interests and any other warrant, right or option
to acquire any of the foregoing; provided, however, that in no event shall “Pledged LLC Interests” include
any Excluded Assets or Specified Assets.


 






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“Pledged Notes”
shall mean all promissory notes now owned or hereafter acquired by any Grantor including, without limitation, those listed on Schedule
2 (as such schedule may be amended from time to time concurrently with the delivery by the Borrower of the items required by Sections
5.01(a) and 5.01(b) of the Credit Agreement, as applicable), and all Intercompany Notes at any time issued to any
Grantor; provided, however, that in no event shall “Pledged Notes” include any Excluded Assets or Specified
Assets.


 


“Pledged Partnership
Interests” shall mean all interests of any Grantor now owned or hereafter acquired in any general partnership, limited partnership,
limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 2
hereto under the heading “Pledged Partnership Interests” (as such schedule may be amended from time to time concurrently
with the delivery by the Borrower of the items required by Section 5.01(a) and 5.01(b) of the Credit Agreement,
as applicable) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and
records of such partnership and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property
or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership
interests and any other warrant, right or option to acquire any of the foregoing; provided, however, that in no event shall
 “Pledged Partnership Interests” include any Excluded Assets or Specified Assets.


 


“Pledged Stock”
shall mean all shares of capital stock now owned or hereafter acquired by such Grantor, including, without limitation, all shares of
capital stock described on Schedule 2 hereto under the heading “Pledged Stock” (as such schedule may be amended from
time to time concurrently with the delivery by the Borrower of the items required by Sections 5.01(a) and 5.01(b) of
the Credit Agreement, as applicable), and the certificates, if any, representing such shares and any interest of such Grantor in the
entries on the books of the issuer of such shares and all dividends, distributions, cash, warrants, rights, options, instruments, securities
and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or
all of such shares and any other warrant, right or option to acquire any of the foregoing; provided, however, that in no
event shall “Pledged Stock” include any Excluded Assets or Specified Assets.


 


“Pledged Trust Interests”
shall mean all interests of any Grantor now owned or hereafter acquired in a Delaware business trust or other trust including, without
limitation, all trust interests listed on Schedule 2 hereto under the heading “Pledged Trust Interests” (as such schedule
may be amended from time to time concurrently with the delivery by the Borrower of the items required by Sections 5.01(a) and
5.01(b) of the Credit Agreement, as applicable) and the certificates, if any, representing such trust interests and any interest
of such Grantor on the books and records of such trust or on the books and records of any securities intermediary pertaining to such
interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from
time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such trust interests and any
other warrant, right or option to acquire any of the foregoing; provided, however, that in no event shall “Pledged
Trust Interests” include any Excluded Assets or Specified Assets.


 


“Pledged Securities”
shall mean the collective reference to the Pledged Debt Securities, the Pledged Notes and the Pledged Equity Interests.


 


“Pledged Security
Entitlements” shall mean all security entitlements of any Grantor provided, however, that in no event shall “Pledged
Security Entitlements” include any Excluded Assets or Specified Assets.


 


“Proceeds”
shall mean all “proceeds” as such term is defined in the New York UCC and, in any event, shall include, without limitation,
all dividends or other income from the Pledged Securities, collections thereon or distributions or payments with respect thereto.


 






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“Qualified Counterparty”
means each Person who is a counterparty to a Secured Cash Management Agreement or a Secured Hedge Agreement.


 


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


 


“Receivable”
shall mean all Accounts and any other any right to payment for goods or other property sold, leased, licensed or otherwise disposed of
or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper or classified as a Payment Intangible
and whether or not it has been earned by performance. References herein to Receivables shall include any Supporting Obligation or collateral
securing such Receivable.


 


“Secured Hedging
Obligation” means any and all obligations of the Loan Parties, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in
connection with Secured Hedge Agreements.


 


“Secured Parties”
shall mean collectively, the Administrative Agent, the Lenders, the Issuing Banks, with respect to any Secured Cash Management Agreement,
the Cash Management Banks, with respect to any Secured Hedge Agreement, the Hedge Banks, and each co-agent or sub-agent appointed by
the Administrative Agent from time to time pursuant to Section 8.01(d) of the Credit Agreement; provided that
no Hedge Bank or Cash Management Bank shall have any rights in connection with the management or release of any Collateral or the obligations
of any Guarantor under this Agreement.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended.


 


“Specified Equity”
shall have the meaning set forth in Section 4.7(a).


 


“Trademark License”
shall mean any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trademark.


 


“Trademarks”
shall mean (i) all domestic trademarks, service marks, trade names, corporate names, company names, business names, trade dress,
trade styles, logos, or other indicia of origin or source identification, Internet domain names, trademark and service mark registrations,
and applications for trademark or service mark registrations and any renewals thereof, including, without limitation, each U.S. registration
and application identified in Schedule 5, and (ii) all the goodwill of the business connected with the use of, and symbolized
by, each of the above.


 


“Trade Secret License”
shall mean any agreement, whether written or oral, providing for the grant by or to any Grantor of any right to use any Trade Secret.


 


“Trade Secrets”
shall mean all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes
and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and
cost information, business and marketing plans, and customer and supplier lists and information.


 






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“Vehicles”
shall mean all cars, trucks, trailers, construction and earth moving equipment and other Equipment of any nature covered by a certificate
of title law of any jurisdiction and all tires and other appurtenances to any of the foregoing.


 


Section 1.2     Other
Definitional Provisions. (a)  The words “hereof”, “herein”, “hereto” and “hereunder”
and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement, and Article, Section and Schedule references are to this Agreement unless otherwise specified.


 


(b)            The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 


(c)            Where
the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor, shall refer to such Grantor’s
Collateral or the relevant part thereof.


 


Article 2.

GUARANTEE


 


Section 2.1     Guarantee.
(a)  Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Administrative Agent,
for the benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment
and performance by each other Guarantor, including the Borrower, when due (whether at the stated maturity, by acceleration or otherwise)
of the Obligations.


 


(b)            Each
Guarantor shall be liable under its guarantee set forth in Section 2.1(a), without any limitation as to amount, for all present
and future Obligations, including specifically all future increases in the outstanding amount of the Loans or other Obligations and other
future increases in the Obligations, whether or not any such increase is committed, contemplated or provided for by the Loan Documents,
the Secured Cash Management Agreements or the Secured Hedge Agreement on the date hereof. Notwithstanding any other provision hereof,
the right of recovery against each Guarantor under Article 2 hereof shall not exceed $1.00 less than the lowest amount which
would render such Guarantor’s obligations under Article 2 hereof void or voidable under applicable law, including,
without limitation, fraudulent conveyance law. To effectuate the foregoing intention, the Administrative Agent and the Guarantors hereby
irrevocably agree that the Obligations of each Guarantor under the guarantee set forth in Article 2 hereof at any time shall
be limited to the maximum amount as will result in the Obligations of such Guarantor under the guarantee set forth in Article 2
hereof not constituting a fraudulent transfer or conveyance after giving full effect to the liability under the guarantee set forth
in Article 2 hereof and its related contribution rights but before taking into account any liabilities under any other guarantee
by such Guarantor. To the extent that any Guarantor shall be required hereunder to pay any portion of any guaranteed obligation exceeding
the greater of (a) the amount of the value actually received by such Guarantor and its Subsidiaries from the Loans and such other
obligations and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the guaranteed
obligations (excluding the amount thereof repaid by the Borrower) in the same proportion as such Guarantor’s net worth on the date
enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then, subject to Section 2.2(d),
such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worth
of such other Guarantors on such date. For purposes of determining the net worth of any Guarantor in connection with the foregoing, all
guarantees of such Guarantor other than the guarantee under Article 2 hereof will be deemed to be enforceable and payable
after the guaranty under Article 2 hereof. To the fullest extent permitted by applicable Law, this Section 2.1(b) shall
be for the benefit solely of creditors and representatives of creditors of each Guarantor and not for the benefit of such Guarantor or
the holders of any Equity Interest in such Guarantor.


 






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(c)            Each
Guarantor agrees that Obligations may at any time and from time to time be incurred or permitted in an amount exceeding the maximum liability
of such Guarantor under Section 2.1(b) without impairing the guarantee contained in this Article 2 or affecting
the rights and remedies of any Secured Party hereunder.


 


(d)            The
guarantee contained in this Article 2 shall remain in full force and effect until the Discharge of the Obligations.


 


(e)            No
payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by any Secured
Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed
to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment,
remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Discharge of the Obligations.


 


Section 2.2     Rights
of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Obligations by any Grantor or is received
or collected on account of the Obligations from any Grantor or its property:


 


(a)            If
such payment is made by the Borrower or from its property, then, if and to the extent such payment is made on account of Obligations
arising from or relating to a Loan made to the Borrower or a Letter of Credit issued for account of the Borrower or Secured Hedge Agreement
or Secured Cash Management Agreement entered into by the Borrower, the Borrower shall not be entitled (A) to demand or enforce reimbursement
or contribution in respect of such payment from any other Grantor or (B) to be subrogated to any claim, interest, right or remedy
of any Secured Party against any other Person, including any other Grantor or its property.


 


(b)            If
such payment is made by a Guarantor or from its property in respect of Obligations of the Borrower or another Guarantor, such Guarantor
shall be entitled, subject to and upon (but not before) Discharge of the Obligations, (A) to demand and enforce reimbursement for
the full amount of such payment from the Borrower or such other Guarantor, as applicable and (B) to demand and enforce contribution
in respect of such payment from each other Guarantor which has not paid its fair share of such payment, as necessary to ensure that (after
giving effect to any enforcement of reimbursement rights provided hereby) each Guarantor pays its fair share of the unreimbursed portion
of such payment. For this purpose, the fair share of each Guarantor as to any unreimbursed payment shall be determined based on an equitable
apportionment of such unreimbursed payment among all Guarantors based on the relative value of their assets and any other equitable considerations
deemed appropriate by the court.


 


(c)            If
and whenever any right of reimbursement or contribution becomes enforceable by any Grantor against any other Grantor under Sections
2.2(a) and 2.2(b), such Grantor shall be entitled, subject to and upon (but not before) Discharge of the Obligations,
to be subrogated (equally and ratably with all other Grantors entitled to reimbursement or contribution from any other Grantor as set
forth in this Section 2.2) to any security interest that may then be held by the Administrative Agent upon any Collateral granted
to it in this Agreement. Such right of subrogation shall be enforceable solely after Discharge of the Obligations and solely against
the Grantors, and not against the Secured Parties, and neither the Administrative Agent nor any other Secured Party shall have any duty
whatsoever to warrant, ensure or protect any such right of subrogation or to obtain, perfect, maintain, hold, enforce or retain any Collateral
for any purpose related to any such right of subrogation. If subrogation is demanded by any Grantor, then, after Discharge of the Obligations,
the Administrative Agent shall deliver to the Grantors making such demand, or to a representative of such Grantors or of the Grantors
generally, an instrument reasonably satisfactory to the Administrative Agent transferring, on a quitclaim basis without any recourse,
representation, warranty or obligation whatsoever, whatever security interest the Administrative Agent then may hold in whatever Collateral
may then exist that was not previously released or disposed of by the Administrative Agent.


 






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(d)            All
rights and claims arising under Section 2.1(b) or this Section 2.2 or based upon or relating to any other
right of reimbursement, indemnification, contribution or subrogation that may at any time arise or exist in favor of any Grantor as to
any payment on account of the Obligations made by it or received or collected from its property shall be fully subordinated in all respects
prior to the Discharge of the Obligations. Until Discharge of the Obligations, no Grantor shall demand or receive any collateral security,
payment or distribution whatsoever (whether in cash, property or securities or otherwise) on account of any such right or claim. If any
such payment or distribution is made or becomes available to any Grantor in any bankruptcy case or receivership, insolvency or liquidation
proceeding, such payment or distribution shall be delivered by the person making such payment or distribution directly to the Administrative
Agent, for application to the payment of the Obligations. If any such payment or distribution is received by any Grantor, it shall be
held by such Grantor in trust, as trustee of an express trust for the benefit of the Secured Parties, and shall forthwith be transferred
and delivered by such Grantor to the Administrative Agent, in the exact form received and, if necessary, duly endorsed.


 


(e)            The
obligations of the Grantors under the Loan Documents, including their liability for the Obligations and the enforceability of the security
interests granted thereby, are not contingent upon the validity, legality, enforceability, collectability or sufficiency of any right
of reimbursement, contribution or subrogation arising under this Section 2.2. The invalidity, insufficiency, unenforceability
or uncollectability of any such right shall not in any respect diminish, affect or impair any such obligation or any other claim, interest,
right or remedy at any time held by any Secured Party against any Guarantor or its property. The Secured Parties make no representations
or warranties in respect of any such right and shall have no duty to assure, protect, enforce or ensure any such right or otherwise relating
to any such right.


 


(f)            Each
Grantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against any other
Grantor, but (i) the exercise and enforcement of such rights shall be subject to Section 2.2(d) and (ii) neither
the Administrative Agent nor any other Secured Party shall ever have any duty or liability whatsoever in respect of any such right, except
as provided in Section 2.2(c).


 


Section 2.3     Amendments, etc.
with respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that any demand for payment of any
of the Obligations made by any Secured Party may be rescinded by such Secured Party and any of the Obligations continued, and the Obligations,
or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part,
be renewed, increased, extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and
the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith or with any
of the other Obligations may be amended modified, supplemented or terminated, in whole or in part, and any collateral security, guarantee
or right of offset at any time held by any Secured Party for the payment of the Obligations may be sold, exchanged, waived, surrendered
or released, in each case, in accordance with the terms of this Agreement and the other Loan Documents. No Secured Party shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for the guarantee
contained in this Article 2 or any property subject thereto, in each case, in accordance with the terms of this Agreement
and the other Loan Documents.


 






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Section 2.4     Guarantee
Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by any Secured Party upon the guarantee contained in this Article 2 or acceptance
of the guarantee contained in this Article 2; the Obligations, and any of them, shall conclusively be deemed to have been
created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Article 2;
and all dealings between the Borrower and any of the other Guarantors, on the one hand, and the Secured Parties, on the other hand, likewise
shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Article 2. Each
Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any
of the other Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Article 2
shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the
validity or enforceability of the Credit Agreement or any other Loan Document or any Secured Hedge Agreement or Secured Cash Management
Agreement, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any
time or from time to time held by any Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or
performance hereunder) which may at any time be available to or be asserted by the Borrower or any other Person against any Secured Party,
or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such other Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any other Grantor for the Obligations,
or of such other Guarantor under the guarantee contained in this Article 2, in bankruptcy or in any other instance other
than Discharge of the Obligations. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any
Guarantor, any Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies
as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the
Obligations or any right of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such
other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any
such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or
any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or
liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law,
of any Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance
of any legal proceedings.


 








Section 2.5     Reinstatement.
The guarantee contained in this Article 2 shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by any Secured Party
upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Guarantor, or upon or as a result
of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Guarantor
or any substantial part of its property, or otherwise, all as though such payments had not been made.


 


Section 2.6     Payments.
Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in
Dollars in immediately available funds at the Administrative Agent’s Office as specified in the Credit Agreement.


 


Section 2.7     Bankruptcy,
Etc. (a)  Until Discharge of the Obligations, no Guarantor shall, without the prior written consent of the Administrative Agent,
commence or join with any other person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against the
Borrower or any other Guarantor. The obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred,
suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization,
liquidation or arrangement of any Borrower or any other Guarantor or by any defense which the Borrower or any Guarantor may have by reason
of the order, decree or decision of any court or administrative body resulting from any such proceeding.


 






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(b)            Each
Guarantor acknowledges and agrees that any interest on any portion of the Obligations which accrues after the commencement of any case
or proceeding referred to in clause (a) above (or, if interest on any portion of the Obligations ceases to accrue by operation
of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Obligations
if such case or proceeding had not been commenced) shall be included in the Obligations guaranteed hereby because it is the intention
of the Guarantors and Secured Parties that the Obligations which are guaranteed by the Guarantors pursuant hereto should be determined
without regard to any rule of law or order which may relieve any Borrower or any other Guarantor of any portion of such Obligations.
The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar
person to pay the Administrative Agent, or allow the claim of the Administrative Agent in respect of, any such interest accruing after
the date on which such case or proceeding is commenced.


 


Section 2.8     Subordination
of Other Obligations. Any Indebtedness of the Borrower or any other Guarantor now or hereafter held by any other Guarantor (the “Obligee
Guarantor”) whether as original creditor, assignee, or by way of subrogation, restitution or otherwise, is hereby subordinated
in right of payment to the guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor upon the
occurrence and during the continuance of an Event of Default shall be held in trust for the Administrative Agent on behalf of the Secured
Parties and shall forthwith be paid over to the Administrative Agent for the benefit of the Secured Parties to be credited and applied
against the Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other
provision hereof.


 


Section 2.9     Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds
or other support as may be needed from time to time by each other Grantor to honor all of its obligations under this Guaranty in respect
of Specified Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.9
for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.9,
or otherwise under this Guaranty, as it relates to such Grantor, voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full
force and effect until Discharge of the Obligations. Each Qualified ECP Guarantor intends that this Section 2.9 constitute,
and this Section 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit
of each other Grantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


Article 3.

GRANT OF SECURITY INTEREST;

CONTINUING LIABILITY UNDER COLLATERAL


 


(a)            Each
Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in, all of the personal
property of such Grantor, including, without limitation, the following property, in each case, wherever located and now owned or at any
time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or
interest (collectively, the “Collateral”), as collateral security for the prompt and complete payment and performance
when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations:


 


(i)            all
Accounts;


 






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(ii)            all
Chattel Paper;


 


(iii)            all
Contracts;


 


(iv)            all
Deposit Accounts;


 


(v)            all
Documents;


 


(vi)            all
Equipment;


 


(vii)            all
General Intangibles, including all Intellectual Property and (A) the right to sue or otherwise recover for any and all past, present
and future infringements and other violations of such Intellectual Property, (B) all income, royalties, damages and other payments
now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all Copyright Licenses, Patent
Licenses, Trademark Licenses and Trade Secret Licenses, as the case may be, entered into in connection with such Intellectual Property,
payments arising out of any other sale, lease, license or other disposition of such Intellectual Property and damages and payments for
past, present or future infringements and other violations of such Intellectual Property), and (C) all other rights of any kind
whatsoever accruing thereunder or pertaining to such Intellectual Property;


 


(viii)            all
Instruments;


 


(ix)            all
Insurance


 


(x)            all
Inventory;


 


(xi)            all
Investment Property;


 


(xii)            all
Letter of Credit Rights;


 


(xiii)            all
Money;


 


(xiv)            all
Vehicles;


 


(xv)            all
Goods not otherwise described above;


 


(xvi)            any
Collateral Account;


 


(xvii)            all
books, records, ledger cards, files, correspondence, customer lists, blueprints, technical specifications, manuals, computer software,
computer printouts, tapes, disks and other electronic storage media and related data processing software and similar items that at any
time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof
or realization thereupon;


 


(xviii)            Commercial
Tort Claims now or hereinafter described on Schedule 6; and


 






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(xix)            to
the extent not otherwise included, all other property of the Grantor and all Proceeds and products accessions, rents and profits of any
and all of the foregoing and all collateral security, Supporting Obligations and guarantees given by any Person with respect to any of
the foregoing;


 


provided
that notwithstanding anything to the contrary in this Agreement, the term “Collateral” shall not include the Excluded
Assets or Specified Assets.


 


(b)            Notwithstanding
anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under the Collateral and nothing contained
herein is intended or shall be a delegation of duties to the Administrative Agent or any Secured Party, (ii) each Grantor shall
remain liable under each of the agreements included in the Collateral, including, without limitation, any Receivables, any agreements
relating to Pledged Partnership Interests or Pledged LLC Interests, to perform all of the obligations undertaken by it thereunder all
in accordance with and pursuant to the terms and provisions thereof and neither the Administrative Agent nor any Secured Party shall
have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related
thereto nor shall the Administrative Agent nor any Secured Party have any obligation to make any inquiry as to the nature or sufficiency
of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included
in the Collateral, including, without limitation, any agreements relating to any Receivables, Pledged Partnership Interests or Pledged
LLC Interests and (iii) the exercise by the Administrative Agent of any of its rights hereunder shall not release any Grantor from
any of its duties or obligations under the contracts and agreements included in the Collateral.


 


Article 4.

REPRESENTATIONS AND WARRANTIES


 


To induce the Administrative
Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the
Borrower thereunder, each Grantor hereby represents and warrants to the Secured Parties on the Effective Date and on the date of each
Credit Event as contemplated by Section 4.02 of the Credit Agreement on and as of such date (except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier
date) that the following is true and correct in all material respects (provided that any representation and warranty that is qualified
by Material Adverse Effect or other materiality qualifier shall be true and correct in all respects):


 


Section 4.1     Representations
in Credit Agreement. The representations and warranties set forth in Article III of the Credit Agreement as they relate
to such Grantor or to the Loan Documents to which such Grantor is a party, each of which is hereby incorporated herein by reference,
are true and correct, in all material respects, except for representations and warranties (i) expressly stated to relate to a specific
earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier
date, and (ii) that are qualified as to “materiality”, “Material Adverse Effect” or similar language, in
which case such representations and warranties shall be true and correct (after giving effect to any qualification therein) in all respects,
and the Secured Parties shall be entitled to rely on each of them as if they were fully set forth herein; provided that each reference
in each such representation and warranty to the Borrower’s knowledge shall, for the purposes of this Section 4.l, be
deemed to be a reference to such Grantor’s knowledge.


 


Section 4.2     Title;
No Other Liens. Such Grantor owns each item of the Collateral free and clear of any and all Liens or claims, including, without limitation,
Liens arising as a result of such Grantor becoming bound (as a result of merger or otherwise) as Grantor under a security agreement entered
into by another Person, except for Permitted Liens. Except with respect to Permitted Liens, no financing statement, mortgage or other
public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been
filed in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to this Agreement or as are permitted by
the Credit Agreement.


 






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Section 4.3     Perfected
First Priority Liens. (a)  Other than with respect to the Permitted Exceptions, the security interests granted pursuant to this
Agreement (i) upon completion of the filings and other actions specified on Schedule 7 (all of which, in the case of all
filings and other documents referred to on said Schedule 7, have been delivered to the Administrative Agent duly completed and
executed (where applicable) in a form suitable for filing, and may be filed by the Administrative Agent at any time) and payment of all
filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent,
for the benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the
terms hereof and (ii) are prior to all other Liens on the Collateral except for Permitted Liens. Other than with respect to the
Permitted Exceptions (other than, for the avoidance of doubt, clause (iii) thereof), without limiting the foregoing, each
Grantor has taken all actions necessary or desirable (in accordance and not in contravention with the terms of the Loan Documents, including
but not limited to the definition of “Excluded Assets” in and Section 4.01(c) of the Credit Agreement), including
without limitation those specified in Section 5.2 hereof to: (i) establish the Administrative Agent’s “control”
(within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated
Securities (as defined in the UCC), (ii) establish the Administrative Agent’s “control” (within the meaning of
Section 9-107 of the New York UCC) over all Letter of Credit Rights and (iii) solely to the extent requested by the Administrative
Agent, establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the
New York UCC) over any portion of the Investment Property held by a securities intermediary.


 


Section 4.4     Name;
Jurisdiction of Organization, etc. On the date hereof, such Grantor’s exact legal name (as indicated on the public record
of such Grantor’s jurisdiction of formation or organization), jurisdiction of organization, organizational identification number,
if any, and the location of such Grantor’s chief executive office are specified on Schedule 3. On the date hereof, each
Grantor is organized solely under the law of the jurisdiction so specified and has not filed any certificates of domestication, transfer
or continuance in any other jurisdiction. Except as specified on Schedule 3, on the date hereof, it has not changed its name,
jurisdiction of organization, chief executive office or its corporate structure in any way (e.g. by merger, consolidation, change in
corporate form or otherwise) within the past five years and is not currently bound (whether as a result of merger or otherwise) as Grantor
under a security agreement entered into by another Person, which has not heretofore been terminated.


 


Section 4.5     Inventory
and Equipment. (a)  On the date hereof, no Inventory or Equipment (other than Inventory or Equipment in transit) with an aggregate
fair market value in excess of $10,000,000 is kept at any location, except as set forth at the locations listed on Schedule 3.


 


(b)            Any
Inventory now or hereafter produced by any Grantor included in the Collateral has been and will be produced in compliance with the requirements
of the Fair Labor Standards Act, as amended, other than up to $10,000,000 of Inventory in existence at any time in the aggregate.


 


(c)            Except
as set forth on Schedule 3, on the date hereof, no Inventory or Equipment with an aggregate fair market value in excess of $10,000,000
is in the possession of an issuer of a negotiable document (as defined in Section 7-104 of the New York UCC) therefor or is otherwise
in the possession of any bailee or warehouseman.


 


Section 4.6     Intentionally
Omitted. Intentionally omitted.


 






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Section 4.7     Investment
Property. (a)  Schedule 2 hereto (as such schedule may be amended from time to time concurrently with the delivery by
the Borrower of the items required by Sections 5.01(a) and 5.01(b) of the Credit Agreement, as applicable) sets
forth under the headings “Pledged Stock”, “Pledged LLC Interests,” “Pledged Partnership Interests”
and “Pledged Trust Interests,” respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests
and Pledged Trust Interests owned by any Grantor (excluding any Equity Interests owned by any Grantor which are not required to be disclosed
on Schedule 3.13 to the Credit Agreement in accordance with Section 3.13 of the Credit Agreement (such Equity Interests, the “Specified
Equity”)) and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage
of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated
on such Schedule. Schedule 2 hereto (as such schedule may be amended from time to time concurrently with the delivery by the Borrower
of the items required by Sections 5.01(a) and 5.01(b) of the Credit Agreement, as applicable) sets forth under
the heading “Pledged Debt Securities” or “Pledged Notes” all of the Pledged Debt Securities and Pledged Notes
owned by any Grantor with a face value, in each case, in excess of $10,000,000, and all of such Pledged Debt Securities and Pledged Notes
have been, to Grantor’s knowledge (although no knowledge qualifier shall be applicable to any Pledged Debt Securities and Pledged
Notes issued by a Grantor or any Subsidiary thereof) duly authorized, authenticated or issued, and delivered and are the legal, valid
and binding obligation of the issuers thereof enforceable in accordance with their terms. Each Grantor is the sole entitlement holder
or customer of each “Securities Accounts,” “Commodities Accounts,” and “Deposit Accounts” owned by
it, and such Grantor has not consented to, and has no knowledge of, any Person (other than the Administrative Agent pursuant hereto)
having “control” (within the meanings of Sections 8-106, 9-106 and 9-104 of the New York UCC) over, or any other interest
in, any such Securities Account, Commodity Account or Deposit Account (other than an Excluded Account) or any securities, commodities
or other property credited thereto, except Permitted Liens and except to the extent constituting Excluded Assets or Specified Assets;


 


(b)            The
shares of Pledged Equity Interests pledged by such Grantor hereunder constitute all of the issued and outstanding shares of all classes
of the Equity Interests of each Issuer owned by such Grantor other than any such Equity Interests that are Excluded Assets or Specified
Assets.


 


(c)            All
the shares of the Pledged Equity Interests have been duly and validly issued and, if applicable, are fully paid and nonassessable.


 


(d)            As
of the date hereof, the terms of the membership agreement or partnership agreement that governs any uncertificated Pledged LLC Interests
or Pledged Partnership Interests, respectively, do not provide certificates for such interests and do not provide that such interests
are securities governed by the Uniform Commercial Code of any jurisdiction.


 


(e)            The
terms of any certificated Pledged LLC Interests and Pledged Partnership Interests expressly provide that they are securities governed
by Article 8 of the Uniform Commercial Code in effect from time to time in the state of the Issuer’s organization.


 


(f)            Such
Grantor is the record and beneficial owner of, and has good and marketable title to, the Investment Property and Deposit Accounts pledged
by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except Permitted Liens and there are
no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect
to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests.


 






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Section 4.8     Receivables.
To the knowledge of each Grantor, each Receivable of such Grantor at the time of its creation (i) is the legal, valid and binding
obligation of the Account Debtor in respect thereof, representing an unsatisfied obligation of such Account Debtor, (ii) is enforceable
in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless
of whether enforcement is sought in equity or at law), and (iii) is not subject to any setoffs, defenses, taxes, counterclaims (except
with respect to rebates, refunds, returns and allowances in the ordinary course of business with respect to damaged merchandise and disputes
arising in the ordinary course of business).


 


Section 4.9     Intellectual
Property. (a)  Schedule 5 lists all U.S. issued Patents and Patent applications, U.S. registered Trademarks and Trademark
applications, and U.S. registered Copyrights and Copyright applications owned by such Grantor (such Intellectual Property, together with
all other Intellectual Property of such Grantor, in each case which is material to the business of the Borrower and its Subsidiaries
taken as a whole and owned by a given Grantor, such Grantor’s “Material Grantor Intellectual Property”) on the
date hereof.


 


(b)            To
the knowledge of such Grantor, no Person is engaging in any activity that infringes, misappropriates, dilutes or otherwise violates the
Material Grantor Intellectual Property or upon the rights of such Grantor therein and that could reasonably be expected to have a Material
Adverse Effect.


 


(c)            To
the knowledge of such Grantor, there is currently no infringement, misappropriation, dilution or unauthorized use of any item of Material
Grantor Intellectual Property that could reasonably be expected to have a Material Adverse Effect.


 


(d)            No
holding, decision or judgment has been rendered by any Governmental Authority which would limit or cancel the validity or enforceability
of, or such Grantor’s rights in, any Material Grantor Intellectual Property in any respect that could reasonably be expected to
have a Material Adverse Effect.


 


(e)            No
action or proceeding is pending, or, to the knowledge of such Grantor, threatened (i) seeking to limit or question the validity
of any Material Grantor Intellectual Property or such Grantor’s ownership interest therein that could reasonably be expected to
have a Material Adverse Effect, or (ii) alleging that any services provided by, processes used by, or products manufactured or sold
by such Grantor infringe any patent, trademark, copyright, or any other right of any third party that could reasonably be expected to
have a Material Adverse Effect.


 


(f)            With
respect to each Copyright License, Trademark License and Patent License material to the business of the Borrower and its Subsidiaries
taken as a whole to which such Grantor is a party to, the knowledge of such Grantor, and except where it could not reasonably be expected
to have a Material Adverse Effect: (i) such license is valid and binding and in full force and effect, (ii)  such Grantor has
not received any notice of a breach or default under such license, and (iii) such Grantor is not in breach or default in any material
respect.


 


(g)            On
the date hereof, except as set forth in Schedule 5, to the knowledge of such Grantor, Grantor has taken reasonable steps and has
paid all required fees and taxes to maintain each and every item of Material Grantor Intellectual Property in full force and effect and
has made commercially reasonable efforts to maintain its interest therein except in such cases where such Grantor has determined in its
reasonable business judgment to no longer maintain any such item of Material Grantor Intellectual Property.


 


(h)            To
the knowledge of such Grantor, except where it could not reasonably be expected to have a Material Adverse Effect, (i) none of the
Trade Secrets included in the Grantor Intellectual Property of such Grantor has been used, divulged, disclosed or appropriated to the
detriment of such Grantor for the benefit of any other Person, and (ii) no employee, independent contractor or agent of such Grantor
has misappropriated any trade secrets of any other Person in the course of the performance of his or her duties as an employee, independent
contractor or agent of such Grantor.


 






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(i)            To
the knowledge of such Grantor, such Grantor has made all filings and recordations, in its reasonable business judgment, that are reasonable
to protect its interest in its Material Grantor Intellectual Property including, without limitation, recordation of its interests in
the Patents and Trademarks with the United States Patent and Trademark Office and in corresponding national and international patent
offices, and recordation of any of its interests in the Copyrights with the United States Copyright Office and in corresponding national
and international copyright offices, except, in each case, where the failure to do so could not reasonably be expected to have a Material
Adverse Effect.


 


Section 4.10     Letter
of Credit Rights. No Grantor is a beneficiary or assignee under any letter of credit in excess of $10,000,000 other than those described
on Schedule 8, which shall be amended by the Borrower from time to time concurrently with the delivery by the Borrower of the
items required by Sections 5.01(a) and 5.01(b) of the Credit Agreement, as applicable, to reflect any additional
letter of credit rights obtained since such schedule was last delivered.


 


Section 4.11     Commercial
Tort Claims. No Grantor has any commercial tort claims in excess of $10,000,000 other than those described on Schedule 6,
which shall be amended by the Borrower from time to time concurrently with the delivery by the Borrower of the items required by Sections
5.01(a) and 5.01(b) of the Credit Agreement, as applicable, to reflect any additional commercial tort claims arising
since such schedule was last delivered.


 


Article 5.

COVENANTS


 


Each Grantor covenants to
and agrees with the Secured Parties that, from and after the date of this Agreement until the Discharge of the Obligations:


 


Section 5.1     Covenants
in Credit Agreement. Each Grantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to
be taken or not taken by such Grantor, as the case may be, so that no Event of Default is caused by the failure of such Grantor to take
such action or to refrain from taking such action.


 


Section 5.2     Delivery
of Certificated Securities and Pledged Notes Outside the Ordinary Course.


 


(a)            If
any of the Collateral having a fair market value or in a principal amount in excess of $10,000,000 individually and in the aggregate
is or shall become evidenced or represented by any Instrument, Certificated Security or Pledged Notes, such Instrument, Certificated
Security (other than Permitted Investments made in the ordinary course of business) or Pledged Note, as applicable, shall be delivered
to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to
this Agreement concurrently with the delivery by the Borrower of the items required by Sections 5.01(a) and 5.01(b) of the
Credit Agreement, as applicable. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other Loan Document,
no Grantor shall be required to take actions to perfect any security interests of the Administrative Agent with respect to any Specified
Equity other than the filing of a financing statement.


 


(b)            To
the extent requested by the Administrative Agent, each Grantor will use all commercially reasonable efforts, with respect to Investment
Property constituting Collateral owned by such Grantor held with a financial intermediary, to cause such financial intermediary to enter
into a control agreement with the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent.


 






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Section 5.3     Intentionally
Omitted.


 


Section 5.4     Maintenance
of Perfected Security Interest; Further Documentation. (a)  Other than with respect to the Permitted Exceptions, such Grantor
shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described
in Section 4.3 hereof and shall defend such security interest against the claims and demands of all Persons whomsoever other
than the holders of Permitted Liens.


 


(b)            Such
Grantor will furnish to the Secured Parties from time to time statements and schedules further identifying and describing the Collateral
and such other reports in connection with the assets and property of such Grantor as the Administrative Agent may reasonably request,
all in reasonable detail.


 


Section 5.5     Changes
in Locations, etc. Such Grantor will not, except as disclosed concurrently with the delivery by the Borrower of the items required
by Section 5.01(a) and 5.01(b) of the Credit Agreement, as applicable, and delivery to the Administrative
Agent of duly authorized and, where required, executed copies of all additional financing statements and other documents reasonably requested
by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein (other than
with respect to Permitted Exceptions), permit Inventory or Equipment with an aggregate value in excess of $10,000,000 (other than Inventory
or Equipment in transit) to be kept at a location other than those listed on Schedule 3.


 


Section 5.6     Intentionally
Omitted.


 


Section 5.7     Investment
Property. (a)  If such Grantor shall become entitled to receive or shall receive (including as of the Effective Date) any stock
or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection
with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option
or rights in respect of the Pledged Equity Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or
in exchange for, any shares of or other ownership interests in the Pledged Securities, or otherwise in respect thereof, such Grantor
shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and deliver the same forthwith
to the Administrative Agent in the exact form received, duly endorsed by such Grantor to the Administrative Agent, if required, together
with an undated stock power covering such certificate duly executed in blank by such Grantor, to be held by the Administrative Agent,
subject to the terms hereof, as additional collateral security for the Obligations; provided the foregoing shall not apply to any Specified
Equity. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer (unless (x) such
liquidation or dissolution was not prohibited by the Credit Agreement, and (y) no Event of Default shall have occurred and be continuing)
shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and
in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon
or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant
to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor
of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for
the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by such
Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property
in trust for the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations.


 






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(b)            Without
the prior written consent of the Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit,
any Issuer to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or
to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited
liability company interests or other equity securities of any nature of any Issuer (except, in each case, pursuant to a transaction which
is not prohibited by the Credit Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option
with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except, in each case, pursuant to a transaction
not prohibited by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of
any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests
created by this Agreement and other Permitted Liens that are not consensual Liens, (iv) enter into any agreement or undertaking
restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Investment Property
or Proceeds thereof or any interest therein (unless expressly permitted pursuant to the Credit Agreement) or (v) without the prior
written consent of the Administrative Agent, cause any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are
not securities (for purposes of the Uniform Commercial Code in effect in any relevant jurisdiction) on the date hereof to elect or otherwise
take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the
Uniform Commercial Code in effect in any relevant jurisdiction, unless such Grantor shall promptly notify the Administrative Agent in
writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative
Agent’s “control” thereof pursuant to the Uniform Commercial Code of such relevant jurisdiction.


 


(c)            In
the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating
to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will
notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.7(a) hereof
with respect to the Pledged Securities issued by it and (iii) the terms of Sections 6.3(c) and 6.7 hereof shall
apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Sections 6.3(c) or
6.7 hereof with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an Issuer or an owner
of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative
Agent for the benefit of the Secured Parties and to the transfer of any Pledged Security to the Administrative Agent or its nominee following
an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the Issuer
of the related Pledged Security.


 


Section 5.8     Intentionally
Omitted.


 


Section 5.9     Intellectual
Property. (a)  Such Grantor will not, except in its reasonable business judgment, do any act whereby any material Trademark
included in the Grantor Intellectual Property (“Grantor Trademarks”) would become invalidated, abandoned or dedicated
to the public domain except where such action could not reasonably be expected to have a Material Adverse Effect.


 


(b)            Such
Grantor will not, except in its reasonable business judgment, do any act whereby any material Patent included in the Grantor Intellectual
Property (“Grantor Patents”) would become forfeited, abandoned or dedicated to the public domain except where the
failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


(c)            Such
Grantor will not, except in its reasonable business judgment, do any act whereby any material Copyrights included in the Grantor Intellectual
Property (“Grantor Copyrights”) would become invalidated or dedicated to the public domain except in such circumstances
that could not reasonably be expected to have a Material Adverse Effect.


 






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(d)            Except
where it could not reasonably be expected to have a Material Adverse Effect, such Grantor will notify the Secured Parties promptly if
it knows that any application or registration relating to any material Grantor Patent, material Grantor Trademark or material Grantor
Copyright has become forfeited, abandoned or dedicated to the public domain, or of any material adverse determination or development
(including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States
Patent and Trademark Office, the United States Copyright Office or any court or tribunal in any country, but excluding non-final office
actions) regarding such Grantor’s ownership of, or the validity of, any material Grantor Patent, material Grantor Trademark or
material Grantor Copyright or such Grantor’s right to register the same or to own and maintain the same.


 


(e)            Such
Grantor will take steps, in its reasonable business judgment and except where the failure to take any action described in this subsection
could not reasonably be expected to have a Material Adverse Effect, including, without limitation, in any proceeding before the United
States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in any other country or any political
subdivision thereof, to maintain and pursue each application in respect of (and to obtain the relevant registration in respect of) and
to maintain each registration in respect of, Material Grantor Intellectual Property, including, without limitation, the payment of required
fees and taxes, the filing of responses to office actions issued by the United States Patent and Trademark Office and the United States
Copyright Office, the filing of applications for renewal or extension, the filing of affidavits of use and affidavits of incontestability,
the filing of divisional, continuation, continuation-in-part, reissue, and renewal applications or extensions, the payment of maintenance
fees, and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings.


 


(f)            In
the event that any Material Grantor Intellectual Property is known by any such Grantor to be infringed, misappropriated or diluted by
a third party, such Grantor shall take such actions as such Grantor shall deem appropriate in its reasonable business judgment under
the circumstances to protect such Material Grantor Intellectual Property.


 


(g)            Such
Grantor agrees that, should it obtain an ownership interest in any item of Intellectual Property (excluding any Copyright License, Trademark
License, Patent License, Trade Secret License or any Excluded Asset) which is not now a part of the Collateral (the “After-Acquired
Intellectual Property”), (i) the provisions of Article 3 shall automatically apply thereto, (ii) any
such After-Acquired Intellectual Property, and in the case of Trademarks, the goodwill of the business connected therewith or symbolized
thereby, shall automatically become part of the Collateral, (iii) it or the Borrower shall, with respect to any registered, issued
or applied for U.S. Trademarks, Patents or Copyrights, at the later of (A) the time of and concurrent with the delivery by the Borrower
of the items required by Sections 5.01(a) and 5.01(b) of the Credit Agreement, as applicable for the period in
which such Grantor acquires such ownership interest, or (B) ninety (90) days after the date of such acquisition (or such longer
period of time as may be agreed to by the Administrative Agent in its sole discretion), give written notice thereof to the Administrative
Agent in accordance herewith, and (iv) it or the Borrower shall, with respect to any registered, issued or applied for U.S. Trademarks,
Patents or Copyrights, provide the Administrative Agent, at the later of (A) the time of and concurrent with the delivery by the
Borrower of the items required by Sections 5.01(a) and 5.01(b) of the Credit Agreement, as applicable, for the
period in which such Grantor acquires such ownership interest, or (B) ninety (90) days after the date of such acquisition (or such
longer period of time as may be agreed to by the Administrative Agent in its sole discretion), with an amended Schedule 5 hereto
and take the actions specified in Section 5.9(i) hereof with respect to such Intellectual Property in the United States.


 






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(h)          Such
Grantor agrees to execute a Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, with respect to
its registered or applied for U.S. Copyrights, registered or applied for U.S. Trademarks, and issued or applied for U.S. Patents, respectively
in substantially the forms of Exhibit A-1 in order to record the security interest granted herein to the Administrative Agent
for the benefit of the Secured Parties with the United States Patent and Trademark Office the United States Copyright Office or any successor
agencies thereto. For the avoidance of doubt, no Grantor shall be obligated to execute a Copyright Security Agreement, Trademark Security
Agreement or Patent Security Agreement with respect to its Copyrights Licenses, Trademarks Licenses, Patents Licenses or Trade Secret
Licenses.


 


(i)            Such
Grantor agrees to execute an After-Acquired Copyright Security Agreement, After-Acquired Trademark Security Agreement or After-Acquired
Patent Security Agreement with respect to its registered, issued or applied for After-Acquired Intellectual Property with respect to
such Intellectual Property in the United States in substantially the forms of Exhibit A-2 in order to record the security
interest granted herein to the Administrative Agent for the benefit of the Secured Parties with the United States Patent and Trademark
Office, the United States Copyright Office or any successor agencies thereto.


 


(j)            Such
Grantor shall take commercially reasonable steps as it determines in its reasonable business judgment to protect the secrecy of all Trade
Secrets included in the Material Grantor Intellectual Property except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect.


 


Section 5.10     Commercial
Tort Claims. If any Grantor shall at any time after the date of this Agreement acquire or become the beneficiary of a commercial
tort claim in excess of $10,000,000, such Grantor shall promptly provide the Administrative Agent with an amended Schedule 6 hereto
describing the details thereof concurrently with the delivery by the Borrower of the items required by Sections 5.01(a) and
5.01(b) of the Credit Agreement, as applicable.


 


Section 5.11     Changes
in Locations, Name, Jurisdiction of Incorporation, etc. Such Grantor will not (i) change its legal name, jurisdiction of
organization or the location of its chief executive office from that referred to in Schedule 3 (as supplemented from time to time)
or (ii) change its legal name or structure to such an extent that any financing statement filed by the Administrative Agent in connection
with this Agreement would become misleading, in each case, unless such Grantor (x) provides the Administrative Agent with written
notice thereof no later than 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following
such change and (y) takes all action reasonably requested by the Administrative to maintain the validity, perfection and priority
of the security interests provided for herein (other than with respect to Permitted Exceptions).


 


Article 6.

REMEDIAL PROVISIONS


 


Section 6.1      Certain
Matters Relating to Receivables. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent
shall have the right to make test verifications of the Receivables in any manner and through any medium that it reasonably considers
advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection
with such test verifications. The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and
each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting
Obligation and diligently exercise each material right it may have under any Receivable and any Supporting Obligation, in each case,
at its own expense; provided, however, that the Administrative Agent may curtail or terminate said authority at any time
after the occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the
occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall
be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly endorsed by such
Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole dominion and control of the Administrative
Agent, subject to withdrawal by the Administrative Agent for the account of the Secured Parties only as provided in Section 6.5
hereof, and (ii) until so turned over, shall be held by such Grantor in trust for the Secured Parties, segregated from other
funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail
the nature and source of the payments included in the deposit.


 






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Section 6.2      Communications
with Obligors; Grantors Remain Liable. (a)  The Administrative Agent in its own name or in the name of others may at any time
after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables to verify with
them to the Administrative Agent’s reasonable satisfaction the existence, amount and terms of any Receivables.


 


(b)           After
the occurrence and during the continuance of an Event of Default, (i) the Administrative Agent may notify, or require any Grantor
to so notify, the Account Debtor or counterparty on any Receivable of the security interest of the Administrative Agent therein, and
(ii) the Administrative Agent may upon written notice to the applicable Grantor, notify, or require any Grantor to notify, the Account
Debtor or counterparty to make all payments under the Receivables directly to the Administrative Agent.


 


(c)            Anything
herein to the contrary notwithstanding, each Grantor shall remain liable under each of the Receivables to observe and perform all the
conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise
thereto. No Secured Party shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason
of or arising out of this Agreement or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party
be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving
rise thereto), to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the
sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or
to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.


 


Section 6.3      Pledged
Securities. (a)  Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have
given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b) hereof,
each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in
respect of the Pledged Notes, unless prohibited by the Credit Agreement, and to exercise all voting and corporate rights with respect
to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised
or other action taken which would impair in any material respect the Collateral taken as a whole or which would result in an Event of
Default.


 


(b)          If
an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of its
intent to exercise its rights under this Section 6.3(b): (i)  all rights of each Grantor to exercise or refrain from
exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all
such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no
obligation, to exercise or refrain from exercising such voting and other consensual rights and (ii) the Administrative Agent shall
have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property to its name or the name of its
nominee or agent. In addition, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall
have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property
for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting
and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions
which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered)
to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time
reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein.


 






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(c)           Each
Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with
any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and
is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from
such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly
permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.


 


Section 6.4      Proceeds
to be Turned Over To Administrative Agent. In addition to the rights of the Secured Parties specified in Section 6.1
hereof with respect to payments of Receivables, if an Event of Default shall occur and be continuing and the Administrative Agent shall
have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 6.4,
all Proceeds received by any Grantor consisting of cash, Cash Equivalents, checks and other near-cash items shall be held by such Grantor
in trust for the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be
turned over to the Administrative Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Administrative
Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent in a Collateral
Account maintained under its sole dominion and control. All Proceeds while held by the Administrative Agent in a Collateral Account (or
by such Grantor in trust for the Secured Parties) shall continue to be held as collateral security for all the Obligations and shall
not constitute payment thereof until applied as provided in Section 6.5 hereof.


 


Section 6.5      Application
of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an Event of Default shall
have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent may, apply all or
any part of the net Proceeds (after deducting fees and expenses as provided in Section 6.6 hereof) constituting Collateral
realized through the exercise by the Administrative Agent of its remedies hereunder, whether or not held in any Collateral Account, and
any proceeds of the guarantee set forth in Article 2, in payment of the Obligations in accordance with Section 7.03
of the Credit Agreement.


 






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Section 6.6      Code
and Other Remedies. (a)  If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the
Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument
or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC (whether
or not the New York UCC applies to the affected Collateral) or its rights under any other applicable Law or in equity. If an Event of
Default shall occur and be continuing, without limiting the generality of the foregoing, the Administrative Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by Law referred to
below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived),
may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith
sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof
(or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s
board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may
deem best, for cash or on credit or for future delivery without assumption of any credit risk. If an Event of Default shall occur and
be continuing, each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by Law, upon
any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption
in any Grantor, which right or equity is hereby waived and released. For purposes of bidding and making settlement or payment of the
purchase price for all or a portion of the Collateral sold at any such sale made in accordance with the New York UCC or other applicable
laws, including, without limitation, the Bankruptcy Code, the Administrative Agent, as agent for and representative of the Secured Parties
(but not any Secured Party or Secured Parties in its or their respective individual capacities unless the Required Lenders shall otherwise
agree in writing), shall be entitled to credit bid and use and apply the Obligations (or any portion thereof) as a credit on account
of the purchase price for any Collateral payable by the Administrative Agent at such sale, such amount to be apportioned ratably to the
Obligations of the Secured Parties in accordance with their pro rata share of such Obligations. Each purchaser at any such sale shall
hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent
permitted by applicable Law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under
any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required
by Law, at least ten (10) days’ notice to such Grantor of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale
of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time
to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place
to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The
Administrative Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to
adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable
for the Administrative Agent to dispose of the Collateral or any portion thereof by using internet sites that provide for the auction
of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers
of assets. Each Grantor hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which
any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale. Each
Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative
Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative
Agent shall have the right to enter onto the property where any Collateral is located and take possession thereof with or without judicial
process. For the avoidance of doubt, all rights and remedies set forth in this Section 6.6(a) are exercisable by the Administrative
Agent solely during the occurrence and continuance of an Event of Default.


 


(b)           The
Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6 hereof, after deducting
all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the Secured Parties hereunder, including, without limitation, reasonable
attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations and only after such application and after
the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a) of
the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. If the Administrative Agent sells any
of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Administrative
Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Administrative Agent
may resell the Collateral and the Grantor shall be credited with proceeds of the sale.


 






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(c)           In
the event of any Disposition of any of the Grantor Intellectual Property, the goodwill of the business connected with and symbolized
by any Trademarks subject to such Disposition shall be included.


 


Section 6.7      Registration
Rights. (a)  If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Equity
Interests or the Pledged Debt Securities pursuant to Section 6.6 hereof, and if in the opinion of the Administrative Agent
it is necessary or advisable to have the Pledged Equity Interests or the Pledged Debt Securities, or that portion thereof to be sold,
registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver,
and cause the directors and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be
done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Equity
Interests or the Pledged Debt Securities, or that portion thereof to be sold, under the provisions of the Securities Act, (ii) use
its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one
year from the date of the first public offering of the Pledged Equity Interests or the Pledged Debt Securities, or that portion thereof
to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent,
are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the SEC
applicable thereto. To the extent within its power to do so, each Grantor agrees to cause such Issuer to comply with the provisions of
the securities or “Blue Sky” laws of any and all jurisdictions which the Administrative Agent shall designate and to make
available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions
of Section 11(a) of the Securities Act.


 


(b)           Each
Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Equity Interests or
the Pledged Debt Securities, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or
otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged
to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution
or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable
than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have
been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged
Equity Interests or the Pledged Debt Securities for the period of time necessary to permit the Issuer thereof to register such securities
for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.


 


(c)           Each
Grantor agrees to use its best efforts to do or cause to be done all such other reasonable acts as are necessary to make such sale or
sales of all or any portion of the Pledged Equity Interests or the Pledged Debt Securities pursuant to this Section 6.7 valid
and binding and in compliance with any and all other applicable requirements of Law. Each Grantor further agrees that a breach of any
of the covenants contained in this Section 6.7 will cause irreparable injury to the Secured Parties, that the Secured Parties
have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7
shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against
an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under
the Credit Agreement or a defense of payment.


 






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Section 6.8      Waiver;
Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by any Secured Party to collect such
deficiency.


 


Section 6.9       Intentionally
Omitted.


 


Section 6.10     IP
Licenses. Solely if an Event of Default shall occur and be continuing, for the purpose of enabling the Administrative Agent to exercise
rights and remedies under this Article 6, each Grantor hereby grants to the Administrative Agent, for the benefit of the
Secured Parties an irrevocable (but only during the occurrence and continuation of an Event of Default), nonexclusive, license (exercisable
without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality
control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, practice, sublicense, and
otherwise exploit any and all Collateral consisting of Intellectual Property now owned or held or hereafter acquired or held by such
Grantor (which license shall include reasonable access to all media in which any of the licensed items may be recorded or stored and
to all software and programs used for the compilation or printout thereof), in each case, to the extent that such non-exclusive license
(a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s
use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation
therein and (b) is not prohibited by any applicable requirements of Law.


 


Article 7.

THE Administrative Agent


 


Section 7.1      Administrative
Agent’s Appointment as Attorney-in-Fact, etc. (a)  Each Grantor hereby irrevocably constitutes and appoints
the Administrative Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with
full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the
purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of
the foregoing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or
assent by such Grantor, to do any or all of the following if an Event of Default shall occur and be continuing:


 


(i)           in
the name of such Grantor or its own name, or otherwise, take possession of and endorse and collect any checks, drafts, notes, acceptances
or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or
take any other action or proceeding in any court of law or equity or otherwise reasonably deemed appropriate by the Administrative Agent
for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable;


 


(ii)         in
the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers
as the Administrative Agent may reasonably request to evidence the Secured Parties’ security interest in such Intellectual Property
and the goodwill and general intangibles of such Grantor relating thereto or represented thereby;


 


(iii)        pay
or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for
by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof;


 






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(iv)        execute,
in connection with any sale provided for in Sections 6.6 or 6.7 hereof, any endorsements, assignments or other instruments
of conveyance or transfer with respect to the Collateral; and


 


(v)         (1) direct
any party liable for any payment under any of the Collateral to make payment of any and all moneys due or to become due thereunder directly
to the Administrative Agent or as the Administrative Agent shall direct; (2) ask or demand for, collect, and receive payment of
and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral;
(3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors,
assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any
suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof
and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against such Grantor
with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith,
give such discharges or releases as the Administrative Agent may deem appropriate; (7) assign any Copyright, Patent or Trademark
(along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), throughout the world for such term
or terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (8) generally,
sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as
though the Administrative Agent were the absolute owner thereof for all purposes, and do, at the Administrative Agent’s option
and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary
to protect, preserve or realize upon the Collateral and the Secured Parties’ security interests therein and to effect the intent
of this Agreement, all as fully and effectively as such Grantor might do.


 


Anything
in this Section 7.1(a) to the contrary notwithstanding, the Administrative Agent agrees that, except as provided in
Section 7.1(b) below, it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless
an Event of Default shall have occurred and be continuing.


 


(b)           If
any Grantor fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without
any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement; provided, however,
that unless an Event of Default has occurred and is continuing or time is of the essence, the Administrative Agent shall not exercise
this power without first making written demand on the Grantor and the Grantor failing to reasonably promptly comply therewith.


 


(c)           The
reasonable out-of-pocket expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 7.1,
together with interest thereon at a rate per annum equal to the rate per annum at which interest would then be payable on Revolving Loans
that are ABR loans under the Credit Agreement, from the date of demand for payment by the Administrative Agent to the date reimbursed
by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand.


 


(d)          Each
Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and
agencies contained in this Agreement are coupled with an interest and are irrevocable until Discharge of the Obligations.


 






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Section 7.2       Duty
of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation
of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same
manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, nor any other Secured
Party nor any of their respective officers, directors, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or
affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall
be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take
any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Secured Parties hereunder
are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon any Secured Party to
exercise any such powers. The Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise
of such powers, and neither they nor any of their officers, directors, partners, employees, agents, attorneys and other advisors, attorneys-in-fact
or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except to the extent that any such act or
failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately
from their own gross negligence or wilful misconduct in breach of a duty owed to such Grantor.


 


Section 7.3      Execution
of Financing Statements. Each Grantor acknowledges that pursuant to Section 9-509(b) of the New York UCC and any other
applicable Law, each Grantor authorizes the Administrative Agent to file or record financing or continuation statements, and amendments
thereto, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the
Administrative Agent reasonably determines appropriate to perfect or maintain the perfection of the security interests of the Administrative
Agent on behalf of the Secured Parties under this Agreement. Each Grantor agrees that such financing statements may describe the collateral
in the same manner as described in the Security documents or as “all assets” or “all personal property” of the
undersigned, whether now owned or hereafter existing or acquired by the undersigned or such other description as the Administrative Agent,
in its sole judgment, determines is necessary or advisable. A photographic or other reproduction of this Agreement shall be sufficient
as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.


 


Section 7.4      Authority
of Administrative Agent. (a)  Each Grantor acknowledges that the rights and responsibilities of the Administrative Agent
under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative
Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this
Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Grantors,
the Administrative Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so
to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.


 


(b)          The
Administrative Agent has been appointed to act as Administrative Agent hereunder by the Lenders and, by their acceptance of the benefits
hereof, the other Secured Parties. The Administrative Agent shall be obligated, and shall have the right hereunder, to make demands,
to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including the release
or substitution of Collateral), solely in accordance with this Agreement and the Credit Agreement; provided that the Administrative
Agent shall, after Discharge of the Obligations has occurred, exercise, or refrain from exercising, any remedies provided for herein
and otherwise act in accordance with the instructions of the holders of a majority of the sum of (x) the aggregate settlement amount
(exclusive of expenses and similar payments but including any early termination payments then due) under all Secured Hedge Agreements
and (y) all amounts payable under Secured Cash Management Agreements (exclusive of expenses and similar payments).


 






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Section 7.5      Appointment
of Co-Administrative Agents. At any time or from time to time, in order to comply with any requirement of Law, the Administrative
Agent may appoint another bank or trust company or one of more other persons, either to act as co-agent or agents on behalf of the Secured
Parties with such power and authority as may be necessary for the effectual operation of the provisions hereof and which may be specified
in the instrument of appointment (which may, in the discretion of the Administrative Agent, include provisions for indemnification and
similar protections of such co-agent or separate agent).


 


Article 8.

MISCELLANEOUS


 


Section 8.1      Amendments
in Writing; Amendments to Schedules. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise
modified except in accordance with Section 9.02 of the Credit Agreement. Each of the Schedules hereto may be amended or supplemented
by any Grantor at any time by providing written notice of such amendment or supplement to the Administrative Agent, and in such case
such schedule shall be deemed to be amended and supplemented as of the date of such written notice.


 


Section 8.2      Notices.
All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided
for in Section 9.01 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor
shall be addressed to such Guarantor at its notice address set forth on Schedule 1 as updated from time to time by any Grantor
by providing notice to Administrative Agent in accordance with Section 9.01 of the Credit Agreement.


 


Section 8.3      No
Waiver by Course of Conduct; Cumulative Remedies. No Secured Party shall by any act (except by a written instrument pursuant to Section 8.1
hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in
any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power
or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party
of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which such Secured Party
would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any other rights or remedies provided by law.


 


Section 8.4      Enforcement
Expenses; Indemnification. (a)  Each Grantor agrees to pay or reimburse each Secured Party for all its reasonable out-of-pocket
costs and expenses incurred in collecting against such Grantor under the guarantee contained in Article 2 or otherwise enforcing
or preserving any rights under this Agreement and the other Loan Documents to which such Grantor is a party, including, without limitation,
the reasonable fees and disbursements of counsel to each Secured Party and of counsel to the Administrative Agent.


 


(b)           Each
Grantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any
delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any
of the Collateral or in connection with any of the transactions contemplated by this Agreement.


 


(c)           Each
Grantor agrees to pay, and to save the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to Section 9.03
of the Credit Agreement.


 






    29


     


    

 


(d)          The
agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and
the other Loan Documents.


 


(e)           Each
Grantor agrees that the provisions of Section 2.17 of the Credit Agreement are hereby incorporated herein by reference, mutatis
mutandis, and each Secured Party shall be entitled to rely on each of them as if they were fully set forth herein.


 


Section 8.5      Successors
and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the
Secured Parties and their successors and permitted assigns; provided that no Grantor may assign, transfer or delegate any of its
rights or obligations under this Agreement without the prior written consent of the Administrative Agent and any such assignment, transfer
or delegation without such consent shall be null and void.


 


Section 8.6      Set-Off.
Each Grantor hereby irrevocably authorizes each Secured Party (other than any Hedge Bank or Cash Management Bank) at any time and from
time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any
such notice being expressly waived by each Grantor, to set-off and appropriate and apply 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 party to or for the credit or the
account of such Grantor, or any part thereof in such amounts as such party may elect, against and on account of the obligations and liabilities
of such Grantor to such party hereunder and claims of every nature and description of such party against such Grantor, in any currency,
whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as such party may elect, whether or not
any party has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Each
Secured Party (other than any Hedge Bank or Cash Management Bank) shall notify such Grantor promptly of any such set-off and the application
made by such party of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Secured Party (other than any Hedge Bank or Cash Management Bank) under this Section are
in addition to other rights and remedies (including, without limitation, other rights of set-off) which such party may have.


 


Section 8.7      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 imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import in
or relating to this Agreement shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic
form (including deliveries by telecopy, emailed pdf, or any other electronic means that reproduces an image of an actual executed signature
page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery
thereof or the use of a paper based recordkeeping system, as the case may be.


 


Section 8.8      Severability.
Any provision of this Agreement which 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.


 






    30


     


    

 


Section 8.9      Section Headings.
The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.


 


Section 8.10     Integration/Conflict.
This Agreement and the other Loan Documents represent the agreement of the Grantors, the Administrative Agent and the other Secured Parties
with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any
Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents.


 


Section 8.11     GOVERNING
LAW. THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE
OUT OF OR RELATE IN ANY WAY HERETO OR THE NEGOTIATION, EXECUTION OR PERFORMANCE THEREOF OR THE TRANSACTIONS CONTEMPLATED HEREBY, UNLESS
OTHERWISE EXPRESSLY SET FORTH THEREIN, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


Section 8.12     Submission
to Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally:


 


(A)        submits
for itself and its property in any legal action or proceeding relating to this Agreement or any other Loan Document (whether arising
in contract, tort or otherwise) to which it is a party, for recognition and enforcement of any judgment in respect thereof, to the exclusive
(subject to Section 8.12(C) below) jurisdiction of the United States District Court for the Southern District of New York sitting
in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in
the Borough of Manhattan), and any appellate court thereof;


 


(B)        agrees
that all claims in respect of any such action or proceeding shall be heard and determined in such New York state court or, to the fullest
extent permitted by applicable Law, in such federal court;


 


(C)        agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by Law and that nothing in this Agreement or any other Loan Document shall affect any right
that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against
such Grantor or any of its assets in the courts of any jurisdiction;


 


(D)        waives,
to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action
or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (A) of
this Section (and irrevocably waives to the fullest extent permitted by applicable Law the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court);


 


(E)         consents
to service of process in any such proceeding in any court by registered or certified mail, return receipt requested, to the applicable
party at its address provided in accordance with Section 8.02 (and agrees that nothing in this Agreement will affect the right of
any party hereto to serve process in any other manner permitted by applicable Law);


 






    31


     


    

 


(F)         agrees
that service as provided in Section 8.12(E) above is sufficient to confer personal jurisidction over the applicable party in
any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect; and


 


(G)         waives,
to the maximum extent not prohibited by Law, any right it may have to claim or recover any special, exemplary, punitive or consequential
damages.


 


Section 8.13     Acknowledgments.
Each Grantor hereby acknowledges that:


 


(A)        it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is
a party;


 


(B)         no
Secured Party has any fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of
the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Secured Parties, 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 Loan Documents or otherwise exists by virtue of the transactions contemplated hereby
among the Secured Parties or among the Grantors and the Secured Parties.


 


Section 8.14     Additional
Grantors. Each Subsidiary of the Borrower that is required to become a party to this Agreement pursuant to Section 5.11
of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an
Assumption Agreement in the form of Annex 1 hereto.


 


Section 8.15     Releases.
(a)  At such time as there has been a Discharge of the Obligations, the Collateral shall be released from the Liens created
hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative
Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and
all rights to the Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination,
the Administrative Agent shall promptly deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute
and deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination.


 


(b)            If
any of the Collateral shall be Disposed of by any Grantor to a person other than another Grantor in a transaction not prohibited by the
Credit Agreement, then the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor
all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. At
the request and sole expense of the Borrower, a Guarantor shall be released from its obligations hereunder in the event that all the
Equity Interests of such Guarantor shall be Disposed of to a person other than another Grantor in a transaction not prohibited by the
Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least five (5) Business
Days (or such shorter period as may be agreed to by the Administrative Agent in its sole discretion) prior to the date of the proposed
release, a written request for release identifying the relevant Guarantor and the terms of the Disposition in reasonable detail, together
with a certification by the Borrower stating that such transaction is in compliance with the Credit Agreement and the other Loan Documents
and that the Proceeds of such Disposition will be applied in accordance therewith.


 


(c)            Each
Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to
any financing statement originally filed in connection herewith without the prior written consent of the Administrative Agent subject
to such Grantor’s rights under Section 9-509(d)(2) of the New York UCC.


 






    32


     


    

 


Section 8.16     WAIVER
OF JURY TRIAL. EACH GRANTOR AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


(signature pages follow)


 



    33


     


    




 


IN
WITNESS WHEREOF, each of the undersigned has caused this Guarantee and Collateral Agreement to be duly executed and delivered as of the
date first above written.


 


	 	HEALTHEQUITY, INC.
	 	 
	 	By:	                             
	 	 	Name:
	 	 	Title:
	 	 
	 	WAGEWORKS, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	FORT EFFECT CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	VIKING ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature
Page to Guarantee and Collateral Agreement]


 






    


     


    

  


	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	 	 
	 	By:	               
	 	 	Name:
	 	 	Title:




 


[Signature
Page to Guarantee and Collateral Agreement]


 






    


     


    

 






 


Exhibit A-1 to

Guarantee and Collateral Agreement


 


FORM OF
[COPYRIGHT][PATENT][TRADEMARK] PROPERTY SECURITY AGREEMENT


 


This
[COPYRIGHT][PATENT][TRADEMARK] SECURITY AGREEMENT, dated as of _______ ___, ___ (as amended, restated, supplemented or otherwise
modified from time to time, this “[Copyright][Patent][Trademark] Security Agreement”), is made by [____________] (the
 “Grantor”) and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity and together with its successors
in such capacity, the “Administrative Agent”) for the Secured Parties (as defined in the Credit Agreement referred
to below).


 


WHEREAS,
HealthEquity, Inc., a Delaware corporation (the “Borrower”), has entered into a Credit Agreement, dated as of
October 8, 2021 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”),
with the banks and other financial institutions and entities from time to time party thereto, and the Administrative Agent.


 


WHEREAS, it is a condition
precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that
the Grantors shall have executed and delivered that certain Guarantee and Collateral Agreement, dated as of October 8, 2021, in
favor of the Administrative Agent (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Guarantee
and Collateral Agreement”). Capitalized terms used and not defined herein have the meanings given to such terms in the Guarantee
and Collateral Agreement.


 


WHEREAS, under the terms
of the Guarantee and Collateral Agreement, Grantor has granted a security interest in certain property, including, without limitation,
the [Copyright][Patent][Trademark] Collateral (as defined below), to the Administrative Agent for the benefit of the Secured Parties,
and have agreed as a condition thereof to execute this [Copyright][Patent][Trademark] Security Agreement for recording with [the United
States Patent and Trademark Office] [the United States Copyright Office] and any successor office thereto.


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor agrees as follows:


 


Section 1.              1.         Grant
of Security. Grantor hereby grants to the Administrative Agent for the benefit of the Secured Parties a security interest in and
to all of Grantor’s right, title and interest in and to the following (the “[Copyright][Patent][Trademark] Collateral”),
as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration
or otherwise) of Grantor’s Obligations:


 


(i)            [(i) all
U.S. trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other
indicia of origin or source identification, trademark and service mark registrations, and applications for trademark or service mark
registrations and any new renewals thereof, including, without limitation, each registration and application identified in Schedule 1
attached hereto, however, not including any pending “intent-to-use” application for registration of a trademark or service
mark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of
Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of
the Lanham Act with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security
interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under
applicable federal Law, (ii) the right to sue or otherwise recover for any and all past, present and future infringements and other
violations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto
(including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale,
lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof),
(iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with
the goodwill of the business connected with the use of, and symbolized by, each of the above, and (v) any and all proceeds of the
foregoing;]


 






    A-1-1


     


    

 


(ii)           [(i) all
U.S. patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application
identified in Schedule 1 attached hereto, (ii) all inventions and improvements described and claimed therein, (iii) the right
to sue or otherwise recover for any and all past, present and future infringements and other violations thereof, (iv) all income,
royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments
under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition
thereof and damages and payments for past, present or future infringements and other violations thereof), (v) all reissues, divisions,
continuations, continuations-in-part, substitutes, renewals, reexaminations and extensions thereof, all improvements thereon, (vi) all
other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, and (vii) any and all proceeds of
the foregoing; and]


 


(iii)         [(i) all
U.S. copyrights, whether or not the underlying works of authorship have been published, and all works of authorship, and all copyright
registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and
application identified in Schedule 1 attached hereto, (ii) the rights to print, publish and distribute any of the foregoing, (iii) the
right to sue or otherwise recover for any and all past, present and future infringements and other violations thereof, (iv) all
income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation,
payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition
thereof and damages and payments for past, present or future infringements and other violations thereof), (v) all other rights of
any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, and (vi) any and all proceeds of the foregoing.]


 


Section 2.              2.     Recordation.
Grantor authorizes and requests that [the Register of Copyrights][the Commissioner for Patents] [the Commissioner for Trademarks] and
any other applicable government officer, as applicable, record this [Copyright][Patent][Trademark] Security Agreement.


 


Section 3.              3.     Execution
in Counterparts. This [Copyright][Patent][Trademark] Security Agreement may be executed in any number of counterparts (including
by facsimile or other electronic imaging means), each of which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


Section 4.              4.     Governing
Law. This [Copyright][Patent][Trademark] Security Agreement and all claims or causes of action (whether in contract, tort or otherwise)
that may be based upon, arise out of or relate in any way hereto or the negotiation, execution or performance thereof or the transactions
contemplated hereby, unless otherwise expressly set forth therein, shall be governed by, and construed in accordance with, the law of
the state of New York.


 






    A-1-2


     


    

 


Section 5.              5.     Conflict
Provision. This [Copyright][Patent][Trademark] Security Agreement has been entered into in conjunction with the provisions of the
Guarantee and Collateral Agreement and the Credit Agreement. The rights and remedies of each party hereto with respect to the security
interest granted herein are without prejudice to and are in addition to those set forth in the Guarantee and Collateral Agreement and
the Credit Agreement, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this
[Copyright][Patent][Trademark] Security Agreement are in conflict with the Guarantee and Collateral Agreement or the Credit Agreement,
the provisions of the Guarantee and Collateral Agreement or the Credit Agreement shall govern.


 






    A-1-3


     


    

 


IN WITNESS WHEREOF, each
of the undersigned has caused this [Copyright][Patent][Trademark] Security Agreement to be duly executed and delivered as of the date
first above written.


 


	 	[NAME OF GRANTOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 





	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    A-1-4


     


    




 


Schedule 1


 


[COPYRIGHTS]


 


[PATENTS]


 


[TRADEMARKS]


 



    B-1-5


     


    




 


Exhibit A-2 to

Guarantee and Collateral Agreement


 


FORM OF
AFTER-ACQUIRED [Copyright][Patent][Trademark] SECURITY

AGREEMENT ([APPLICABLE NUMBERED SUPPLEMENT] SUPPLEMENTAL FILING)


 


This
AFTER-ACQUIRED [COPYRIGHT][PATENT][TRADEMARK] SECURITY AGREEMENT ([APPLICABLE NUMBERED SUPPLEMENT]11
SUPPLEMENTAL FILING), dated as of __________ __, __ (as amended, restated, supplemented or otherwise modified from time
to time, this “[Applicable Numbered Supplement] Supplemental [Copyright][Patent][Trademark] Security Agreement”),
is made by [____________] (the “Grantor”) and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity
and together with its successors in such capacity, the “Administrative Agent”) for the Secured Parties (as defined
in the Credit Agreement referred to below).


 


WHEREAS, HealthEquity, Inc.,
a Delaware corporation (the “Borrower”), has entered into a Credit Agreement, dated as of October 8, 2021 (as
amended, restated, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”), with the
banks and other financial institutions and entities from time to time party thereto, and the Administrative Agent.


 


WHEREAS, it is a condition
precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit Agreement that
the Grantor shall have executed and delivered that certain Guarantee and Collateral Agreement, dated as of October 8, 2021, in favor
of the Administrative Agent (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Guarantee
and Collateral Agreement”). Capitalized terms used and not defined herein have the meanings given to such terms in the Guarantee
and Collateral Agreement.


 


WHEREAS,
under the terms of the Guarantee and Collateral Agreement, the Grantor has granted a security interest in certain property, including,
without limitation, the [Copyright][Patent][Trademark] Collateral (as defined below), to the Administrative Agent for the benefit
of the Secured Parties, and have agreed as a condition thereof to execute this [Applicable Numbered Supplement] Supplemental [Copyright][Patent][Trademark]
Security Agreement for recording with [the United States Patent and Trademark Office] [the United States Copyright Office], and any successor
agencies thereto.


 


WHEREAS, [ADD RECITALS SETTING
FORTH THE PREVIOUS FILINGS, INCLUDING DOCUMENT TITLES, RECORDATION DATES, REEL/FRAME, VOLUME/DOCUMENT AND REFERENCE NUMBERS].


 


NOW, THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor agrees as follows:


 


Section 1.              1.     Grant
of Security. Grantor hereby grants to the Administrative Agent for the benefit of the Secured Parties a security interest in and
to all of Grantor’s right, title and interest in and to the following (the “[Copyright][Patent][Trademark] Collateral”),
as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration
or otherwise) of Grantor’s Obligations:


 


(i)            [(i) all
U.S. trademarks, service marks, trade names, corporate names, company names, business names, trade dress, trade styles, logos, or other
indicia of origin or source identification, trademark and service mark registrations, and applications for trademark or service mark
registrations and any new renewals thereof, including, without limitation, each registration and application identified in Schedule 1
attached hereto, however, not including any pending “intent-to-use” application for registration of a trademark or service
mark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of
Use” pursuant to Section 1(d) of the Lanham Act or an “Amendment to Allege Use” pursuant to Section 1(c) of
the Lanham Act with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security
interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under
applicable federal Law, (ii) the right to sue or otherwise recover for any and all past, present and future infringements and other
violations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto
(including, without limitation, payments under all licenses entered into in connection therewith, payments arising out of any other sale,
lease, license or other disposition thereof and damages and payments for past, present or future infringements and other violations thereof),
(iv) all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, together in each case with
the goodwill of the business connected with the use of, and symbolized by, each of the above, and (v) any and all proceeds of the
foregoing;]


 





 






11 Insert appropriate sequential numeric reference.


 






    A-2-1


     


    

 


(ii)          [(i) all
U.S. patents, patent applications and patentable inventions, including, without limitation, each issued patent and patent application
identified in Schedule 1 attached hereto, (ii) all inventions and improvements described and claimed therein, (iii) the right
to sue or otherwise recover for any and all past, present and future infringements and other violations thereof, (iv) all income,
royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments
under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition
thereof and damages and payments for past, present or future infringements and other violations thereof), (v) all reissues, divisions,
continuations, continuations-in-part, substitutes, renewals, reexaminations and extensions thereof, all improvements thereon, (vi) all
other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, (vii) any and all proceeds of the
foregoing; and]


 


(iii)         [(i) all
U.S. copyrights, whether or not the underlying works of authorship have been published, and all works of authorship, and all copyright
registrations and copyright applications, and any renewals or extensions thereof, including, without limitation, each registration and
application identified in Schedule 1 attached hereto, (ii) the rights to print, publish and distribute any of the foregoing, (iii) the
right to sue or otherwise recover for any and all past, present and future infringements and other violations thereof, (iv) all
income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation,
payments under all licenses entered into in connection therewith, payments arising out of any other sale, lease, license or other disposition
thereof and damages and payments for past, present or future infringements and other violations thereof), (v) all other rights of
any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, and (vi) any and all proceeds of the foregoing.]


 


Section 2.               2.     Recordation.
Grantor authorizes and requests that [the Register of Copyrights] [the Commissioner for Patents] [the Commissioner for Trademarks] and
any other applicable government officer, as applicable, record this [Applicable Numbered Supplement] Supplemental [Copyright][Patent][Trademark]
Security Agreement.


 


Section 3.               3.     Execution
in Counterparts. This [Applicable Numbered Supplement] Supplemental [Copyright][Patent][Trademark] Security Agreement may be executed
in any number of counterparts (including by facsimile or other electronic imaging means), each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement.


 



    A-2-2


     


    

 


Section 4.              4.     Governing
Law. This [Applicable Numbered Supplement] Supplemental [Copyright][Patent][Trademark] Security Agreement and all claims or causes
of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate in any way hereto or the negotiation,
execution or performance thereof or the transactions contemplated hereby, unless otherwise expressly set forth therein, shall be governed
by, and construed in accordance with, the law of the state of New York.


 


Section 5.              5.     Conflict
Provision. This [Applicable Numbered Supplement] Supplemental [Copyright][Patent][Trademark] Security Agreement has been entered
into in conjunction with the provisions of the Guarantee and Collateral Agreement and the Credit Agreement. The rights and remedies of
each party hereto with respect to the security interest granted herein are without prejudice to and are in addition to those set forth
in the Guarantee and Collateral Agreement and the Credit Agreement, all terms and provisions of which are incorporated herein by reference.
In the event that any provisions of this [Applicable Numbered Supplement] Supplemental [Copyright][Patent][Trademark] Security Agreement
are in conflict with the Guarantee and Collateral Agreement or the Credit Agreement, the provisions of the Guarantee and Collateral Agreement
or the Credit Agreement shall govern.


 



    A-2-3


     


    




 


IN WITNESS WHEREOF, each
of the undersigned has caused this [Applicable Numbered Supplement] Supplemental [Copyright][Patent][Trademark] Security Agreement to
be duly executed and delivered as of the date first above written.


 





	 	[NAME OF GRANTOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    A-2-4


     


    

 


Schedule 1


 


[COPYRIGHTS]


 


[PATENTS]


 


[TRADEMARKS]


 



    A-2-5


     


    





 


Annex 1 to

Guarantee and Collateral Agreement


 


ASSUMPTION AGREEMENT, dated
as of ____________, 20___, between ______________________, a _______________ corporation (the “Additional Grantor”),
and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for (i) the
banks and other financial institutions and entities (the “Lenders”) parties to the Credit Agreement referred to below,
and (ii) the other Secured Parties (as defined in the Guarantee and Collateral Agreement (as hereinafter defined)). All capitalized
terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.


 


W
I T N E S E T H:


 


WHEREAS, HealthEquity, Inc.
(the “Borrower”), the Lenders, and JPMorgan Chase Bank, N.A., as administrative agent have entered into a Credit Agreement,
dated as of October 8, 2021 (as amended, restated, supplemented, replaced or otherwise modified from time to time, the “Credit
Agreement”);


 


WHEREAS, in connection with
the Credit Agreement, the Borrower, certain of its Affiliates (other than the Additional Grantor), and the Administrative Agent have
entered into the Guarantee and Collateral Agreement, dated as of October 8, 2021 (as amended, restated, supplemented, replaced or
otherwise modified from time to time, the “Guarantee and Collateral Agreement”);


 


WHEREAS, the Credit Agreement
requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and


 


WHEREAS, the Additional Grantor
has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement;


 


NOW, THEREFORE, IT IS
AGREED:


 


(1)            Guarantee
and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.14
of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Guarantor and a Grantor
thereunder with the same force and effect as if originally named therein as a Guarantor and a Grantor and, without limiting the generality
of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor and a Grantor thereunder. The information set
forth in Annex 1-A hereto is hereby added to the information set forth in Schedules _____________1 to the Guarantee and Collateral
Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Article 4
of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement)
as if made on and as of such date.


 


(2)            GOVERNING
LAW. THIS ASSUMPTION AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) THAT MAY BE BASED
UPON, ARISE OUT OF OR RELATE IN ANY WAY HERETO OR THE NEGOTIATION, EXECUTION OR PERFORMANCE THEREOF OR THE TRANSACTIONS CONTEMPLATED
HEREBY, UNLESS OTHERWISE EXPRESSLY SET FORTH THEREIN, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.


 


(3)            Successors
and Assigns. This Assumption Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns, except that the Additional Grantor may not assign, transfer or delegate any of its rights or obligations under this Assumption
Agreement without the prior written consent of the Administrative Agent and any such assignment, transfer or delegation without such
consent shall be null and void.


 












	1	Refer to each Schedule which needs to be supplemented.




 






    


     


    

 


IN WITNESS WHEREOF, the undersigned
has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.


 


	 	[ADDITIONAL GRANTOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	JPMORGAN CHASE BANK, N.A., as Administrative Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    


     


    

 


EXHIBIT L


 


FORM OF


 


PARI PASSU INTERCREDITOR AGREEMENT


 


[Attached]


 






    EXHIBIT L-1


     


    

 


EXHIBIT L


 


[FORM OF] PARI PASSU INTERCREDITOR AGREEMENT


  


dated as of


 


[               ],
20[   ]


 


among


 


JPMORGAN CHASE BANK, N.A.,

as Initial First Lien Representative and Initial First Lien Collateral Agent,


 


[                                       ],

as the Initial Other Representative,


 


[                                       ],

as the Initial Other Collateral Agent,


 


and


 


each additional Representative and Collateral
Agent from time to time party hereto


 


and acknowledged and agreed to by


 


HEALTHEQUITY, INC.,

as the Company


 


and the other Grantors referred to herein


 






    


     


    

 


TABLE
OF CONTENTS


 


Page


  


	Article I.
    DEFINITIONS	     1
	 	 	 
	Section 1.01	Certain Defined Terms	1
	Section 1.02	Rules of Interpretation	9
	 	 	 
	Article II.
    PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED COLLATERAL  	    10
	 	 	 
	Section 2.01	Priority of Claims	10
	Section 2.02	Actions with Respect to
    Shared Collateral; Prohibition on Contesting Liens	12
	Section 2.03	No Interference; Payment
    Over; Exculpatory Provisions	14
	Section 2.04	Automatic Release of Liens	15
	Section 2.05	Certain Agreements with
    Respect to Bankruptcy or Insolvency Proceedings	16
	Section 2.06	Reinstatement	17
	Section 2.07	Insurance and Condemnation
    Awards	17
	Section 2.08	Refinancings	17
	Section 2.09	Gratuitous Bailee/Agent
    for Perfection	17
	Section 2.10	Amendments to First Lien
    Collateral Documents	18
	Section 2.11	Similar Liens and Agreements	19
	 	 	 
	Article III.
    EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS     	 19
	 	 	 
	Article IV.
    THE APPLICABLE COLLATERAL AGENT    	  20
	 	 	 
	Section 4.01	Authority	20
	Section 4.02	Power-of-Attorney	21
	 	 	 
	Article V.
    MISCELLANEOUS	    21
	 	 	 
	Section 5.01	Integration/Conflicts	21
	Section 5.02	Effectiveness; Continuing
    Nature of this Agreement; Severability	21
	Section 5.03	Amendments; Waivers	22
	Section 5.04	Information Concerning
    Financial Condition of the Grantors and their Subsidiaries	22
	Section 5.05	Submission to Jurisdiction;
    Certain Waivers	23
	Section 5.06	WAIVER OF JURY TRIAL	23
	Section 5.07	Notices	24
	Section 5.08	Further Assurances	24
	Section 5.09	Agency Capacities	24
	Section 5.10	GOVERNING LAW.	25
	Section 5.11	Binding on Successors and
    Assigns	25
	Section 5.12	Section Headings	25
	Section 5.13	Counterparts	25
	Section 5.14	Other First Lien Obligations	25
	Section 5.15	Authorization	27
	Section 5.16	No Third Party Beneficiaries/
    Provisions Solely to Define Relative Rights	27
	Section 5.17	No Indirect Actions	27
	Section 5.18	Additional Grantors	27



 






    i


     


    

 


	EXHIBITS	 	 
	 	 	 
	Exhibit A	-	Form of Joinder Agreement
    (Additional First Lien Debt/Replacement Credit Agreement)
	Exhibit B	-	Form of Additional
    First Lien Debt/Replacement Credit Agreement Designation
	Exhibit C	-	Form of Joinder Agreement (Additional Grantors)



 






    ii


     


    




 



 


PARI
PASSU INTERCREDITOR AGREEMENT


 


This PARI
PASSU INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from
time to time, this “Agreement”) dated as of [                  ],
20[  ], among JPMORGAN CHASE BANK, N.A., as administrative agent for the Initial Credit Agreement Claimholders (in such capacity
and together with its successors from time to time in such capacity, the “Initial First Lien Representative”)
and as collateral agent for the Initial Credit Agreement Claimholders (in such capacity and together with its successors from time to
time in such capacity, the “Initial First Lien Collateral Agent”), [                                                  ],
as Representative for the Initial Other First Lien Claimholders (in such capacity and together with its successors from time to time
in such capacity, the “Initial Other Representative”), [                                 ],
as collateral agent for the Initial Other First Lien Claimholders (in such capacity and together with its successors from time to time
in such capacity, the “Initial Other Collateral Agent”), and each additional Representative and Collateral
Agent from time to time party hereto for the Other First Lien Claimholders of the Series with respect to which it is acting in such
capacity, and acknowledged and agreed to by HEALTHEQUITY, INC., a Delaware corporation (the “Company”),
and the other Grantors. Capitalized terms used in this Agreement have the meanings assigned to them in Article 1 below.


 


Reference is made to the
Credit Agreement dated as of October 8, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the “Initial Credit Agreement”), among the Company, the Lenders party thereto from time to time,
the Initial First Lien Representative, the Initial First Lien Collateral Agent and the other parties named therein.


 


In consideration of the mutual
agreements herein contained and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged,
each of the Initial First Lien Representative (for itself and on behalf of each other Initial Credit Agreement Claimholder), the Initial
First Lien Collateral Agent (for itself and on behalf of each other Initial Credit Agreement Claimholder), the Initial Other Representative
(for itself and on behalf of each other Initial Other First Lien Claimholder), the Initial Other Collateral Agent (for itself and on
behalf of each other Initial Other First Lien Claimholder) and each Additional First Lien Representative and Additional First Lien Collateral
Agent (in each case, for itself and on behalf of the Additional First Lien Claimholders of the applicable Series), intending to be legally
bound, hereby agrees as follows:


 


Article 1.


 


DEFINITIONS


 


Section 1.1       Certain
Defined Terms.


 


Capitalized terms used and
not otherwise defined herein shall have the meanings set forth in the Initial Credit Agreement (whether or not then in effect), and the
following terms which are defined in the UCC are used herein as so defined (and if defined in more than one article of the UCC shall
have the meaning specified in Article 9 thereof): Certificated Security, Commodity Account, Commodity Contract, Deposit Account,
Electronic Chattel Paper, Promissory Note, Instrument, Letter of Credit Right, Securities Entitlement, Securities Account and Tangible
Chattel Paper. As used in this Agreement, the following terms have the meanings specified below:


 


“Additional First
Lien Claimholders” shall have the meaning assigned to such term in Section 5.14.


 


“Additional First
Lien Collateral Agent” means with respect to each Series of Other First Lien Obligations and each Replacement Credit
Agreement, in each case, that becomes subject to the terms of this Agreement after the date hereof, the Person serving as collateral
agent (or the equivalent) for such Series of Other First Lien Obligations or Replacement Credit Agreement and named as such in the
applicable Joinder Agreement delivered pursuant to Section 5.14 hereof, together with its successors from time to time in
such capacity. If an Additional First Lien Collateral Agent is the Collateral Agent under a Replacement Credit Agreement, it shall also
be a Replacement Collateral Agent and the Credit Agreement Collateral Agent; otherwise, it shall be an Other First Lien Collateral Agent.


 









    1


     


    

 


“Additional First
Lien Debt” shall have the meaning assigned to such term in Section 5.14.


 


“Additional First
Lien Representative” means with respect to each Series of Other First Lien Obligations and each Replacement Credit
Agreement, in each case, that becomes subject to the terms of this Agreement after the date hereof, the Person serving as administrative
agent, trustee or in a similar capacity for such Series of Other First Lien Obligations or Replacement Credit Agreement and named
as such in the applicable Joinder Agreement delivered pursuant to Section 5.14 hereof, together with its successors from
time to time in such capacity. If an Additional First Lien Representative is the Representative under a Replacement Credit Agreement,
it shall also be a Replacement Representative and the Credit Agreement Representative; otherwise, it shall be an Other First Lien Representative.


 


“Agreement”
shall have the meaning assigned to such term in the introductory paragraph to this Agreement.


 


“Applicable Collateral
Agent” means (i) until the earlier of (x) the Discharge of Credit Agreement and (y) the Non-Controlling
Representative Enforcement Date, the Credit Agreement Collateral Agent and (ii) from and after the earlier of (x) the Discharge
of Credit Agreement and (y) the Non-Controlling Representative Enforcement Date, the Collateral Agent for the Series of First
Lien Obligations represented by the Major Non-Controlling Representative.


 


“Applicable Representative”
means (i) until the earlier of (x) the Discharge of Credit Agreement and (y) the Non-Controlling Representative Enforcement
Date, the Credit Agreement Representative and (ii) from and after the earlier of (x) the Discharge of Credit Agreement and
(y) the Non-Controlling Representative Enforcement Date, the Major Non-Controlling Representative.


 


“Bankruptcy Case”
shall have the meaning assigned to such term in Section 2.05(b).


 


“Bankruptcy Code”
means Title 11 of the United States Code, as amended.


 


“Bankruptcy Law”
means the Bankruptcy Code and any similar Federal, state or foreign law for the relief of debtors.


 


“Business
Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to close.


 


“Collateral”
means all assets and properties subject to, or purported to be subject to, Liens created pursuant to any First Lien Collateral Document
to secure one or more Series of First Lien Obligations and shall include any property or assets subject to replacement Liens or
adequate protection Liens in favor of any First Lien Claimholder.


 


“Collateral Agent”
means (i) in the case of any Credit Agreement Obligations, the Credit Agreement Collateral Agent (which in the case of the Initial
Credit Agreement Obligations shall be the Initial First Lien Collateral Agent and in the case of any Replacement Credit Agreement shall
be the Replacement Collateral Agent) and (ii) in the case of the Other First Lien Obligations, the Other First Lien Collateral Agent
(which in the case of the Initial Other First Lien Obligations shall be the Initial Other Collateral Agent and in the case of any other
Series of Other First Lien Obligations shall be the Additional First Lien Collateral Agent for such Series).





 









    2


     


    

 


“Company”
has the meaning assigned to such term in the introductory paragraph to this Agreement.


 


“Control Collateral”
means any Shared Collateral in the “control” (within the meaning of Section 9-104, 9-105, 9-106, 9-107 or 8-106 of the
Uniform Commercial Code of any applicable jurisdiction) of any Collateral Agent (or its agents or bailees), to the extent that control
thereof perfects a Lien thereon under the Uniform Commercial Code of any applicable jurisdiction. Control Collateral includes any Deposit
Accounts, Securities Accounts, Securities Entitlements, Commodity Accounts, Commodity Contracts, Letter of Credit Rights or Electronic
Chattel Paper over which any Collateral Agent has “control” under the applicable Uniform Commercial Code.


 


“Controlling Claimholders”
means (i) at any time when the Credit Agreement Collateral Agent is the Applicable Collateral Agent, the Credit Agreement Claimholders
and (ii) at any other time, the Series of First Lien Claimholders whose Collateral Agent is the Applicable Collateral Agent.


 


“Credit Agreement”
means (i) the Initial Credit Agreement and (ii) each Replacement Credit Agreement.


 


“Credit Agreement
Claimholders” means (i) the Initial Credit Agreement Claimholders and (ii) the Replacement Credit Agreement Claimholders.


 


“Credit Agreement
Collateral Agent” means (i) the Initial First Lien Collateral Agent and (ii) the Replacement Collateral Agent
under any Replacement Credit Agreement.


 


“Credit Agreement
Collateral Documents” means (i) the Initial Credit Agreement Collateral Documents and (ii) the Replacement Credit
Agreement Collateral Documents.


 


“Credit Agreement
Documents” means (i) the Initial Credit Agreement Documents and (ii) the Replacement Credit Agreement Documents.


 


“Credit Agreement
Obligations” means (i) the Initial Credit Agreement Obligations and (ii) the Replacement Credit Agreement Obligations.


 


“Credit Agreement
Representative” means (i) the Initial First Lien Representative and (ii) the Replacement Representative under
any Replacement Credit Agreement.


 


“Declined Liens”
shall have the meaning assigned to such term in Section 2.11.


 


“Default”
means a “Default” (or similarly defined term) as defined in any First Lien Document.


 


“Designation”
means a designation of Additional First Lien Debt and, if applicable, the designation of a Replacement Credit Agreement, in each case,
in substantially the form of Exhibit B attached hereto.


 


“DIP Financing”
shall have the meaning assigned to such term in Section 2.05(b).





 


“DIP Financing
Liens” shall have the meaning assigned to such term in Section 2.05(b).


 


“DIP Lenders”
shall have the meaning assigned to such term in Section 2.05(b).


 






    3


     


    

 


“Discharge”
means, with respect to any Series of First Lien Obligations, that such Series of First Lien Obligations is no longer secured
by, and no longer required to be secured by, any Shared Collateral pursuant to the terms of the applicable First Lien Documents for such
Series of First Lien Obligations. The term “Discharged” shall have a corresponding meaning.


 


“Discharge of Credit
Agreement” means, except to the extent otherwise provided in Section 2.06, the Discharge of the Credit Agreement
Obligations; provided that the Discharge of Credit Agreement shall be deemed not to have occurred if a Replacement Credit Agreement
is entered into until, subject to Section 2.06, the Replacement Credit Agreement Obligations shall have been Discharged.


 


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


 


“Equity Release
Proceeds” shall have the meaning assigned to such term in Section 2.04(a).


 


“Event of Default”
means an “Event of Default” (or similarly defined term) as defined in any First Lien Document.


 


“First Lien Claimholders”
means (i) the Credit Agreement Claimholders and (ii) the Other First Lien Claimholders with respect to each Series of
Other First Lien Obligations.


 


“First Lien Collateral
Documents” means, collectively, (i) the Credit Agreement Collateral Documents and (ii) the Other First Lien Collateral
Documents.


 


“First Lien Documents”
means (i) the Credit Agreement Documents, (ii) the Initial Other First Lien Documents and (iii) each other Other First
Lien Document.


 


“First Lien Obligations”
means, collectively, (i) the Credit Agreement Obligations and (ii) each Series of Other First Lien Obligations.


 


“Grantors”
means the Company and each Subsidiary of the Company which has granted a security interest pursuant to any First Lien Collateral Document
to secure any Series of First Lien Obligations.


 


“Impairment”
shall have the meaning assigned to such term in Section 2.01(b)(ii).


 


“Indebtedness”
means indebtedness in respect of borrowed money.


 


“Initial Credit
Agreement” shall have the meaning assigned to such term in the second paragraph of this Agreement.


 


“Initial
Credit Agreement Cash Management Agreements” means the Secured Cash Management Agreements as defined in the Initial Credit
Agreement.


 


“Initial Credit
Agreement Claimholders” means the holders of any Initial Credit Agreement Obligations, including the “Secured Parties”
as defined in the Initial Credit Agreement or in the Initial Credit Agreement Collateral Documents and the Initial First Lien Representative
and Initial First Lien Collateral Agent.





 


“Initial
Credit Agreement Collateral Documents” means the Collateral Documents (as defined in the Initial Credit Agreement)
and any other agreement, document or instrument entered into for the purpose of granting a Lien to secure any Initial Credit Agreement
Obligations or to perfect such Lien (as each may be amended, restated, amended and restated, supplemented or otherwise modified from
time to time).


 






    4


     


    

 


“Initial Credit
Agreement Documents” means the Initial Credit Agreement, each Initial Credit Agreement Collateral Document and the other
Loan Documents (as defined in the Initial Credit Agreement), and each of the other agreements, documents and instruments providing for
or evidencing any other Initial Credit Agreement Obligation, as each may be amended, restated, amended and restated, supplemented or
otherwise modified from time to time.


 


“Initial
Credit Agreement Hedge Agreements” means the Secured Hedge Agreements as defined in the Initial Credit Agreement.


 


“Initial Credit
Agreement Obligations” means the Obligations as defined in the Initial Credit Agreement.


 


“Initial First
Lien Collateral Agent” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.


 


“Initial First
Lien Representative” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.


 


“Initial Other
Collateral Agent” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.


 


“Initial Other
Collateral Documents” means the [Security][Collateral] Documents (as defined in the Initial Other First Lien Agreement)
and any other agreement, document or instrument entered into for the purpose of granting a Lien to secure any Initial Other First Lien
Obligations or to perfect such Lien (as each may be amended, restated, amended and restated, supplemented or otherwise modified from
time to time).


 


“Initial Other
First Lien Agreement” means [describe the credit agreement, indenture or other document pursuant to which the Initial
Other First Lien Obligations are incurred].


 


“Initial Other
First Lien Claimholders” means the holders of any Initial Other First Lien Obligations, the Initial Other Representative
and the Initial Other Collateral Agent.


 


“Initial Other
First Lien Documents” means the Initial Other First Lien Agreement, each Initial Other Collateral Document and each of
the other agreements, documents and instruments providing for or evidencing any other Initial Other First Lien Obligations, as each may
be amended, restated, amended and restated, supplemented or otherwise modified from time to time.


 


“Initial Other
First Lien Obligations” means the Other First Lien Obligations pursuant to the Initial Other First Lien Documents.


 


“Initial Other
Representative” shall have the meaning assigned to such term in the introductory paragraph to this Agreement.


 





“Insolvency
or Liquidation Proceeding” means:


 


(a)            any
voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to any Grantor;


 


(b)            any
other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding with respect to any Grantor or with respect to a material portion of its assets;


 


(c)            any
liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency
or bankruptcy; or


 


(d)            any
assignment for the benefit of creditors or any other marshaling of assets and liabilities of any Grantor.


 






    5


     


    

 


“Intervening Creditor”
shall have the meaning assigned to such term in Section 2.01(b)(i).


 


“Joinder Agreement”
means a document in the form of Exhibit A to this Agreement required to be delivered by a Representative to each Collateral
Agent and each other Representative pursuant to Section 5.14 of this Agreement in order to create an additional Series of
Other First Lien Obligations or a Refinancing of any Series of First Lien Obligations (including the Credit Agreement) and bind
First Lien Claimholders hereunder.


 


“Lien”
means any lien (including judgment liens and liens arising by operation of law), mortgage, pledge, assignment, security interest, charge
or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement,
and any lease in the nature thereof) and any option, call, trust (whether contractual, statutory, deemed, equitable, constructive, resulting
or otherwise), UCC financing statement or other preferential arrangement having the practical effect of any of the foregoing, including
any right of set-off or recoupment.


 


“Major Non-Controlling
Representative” means the Representative of the Series of Other First Lien Obligations that constitutes the largest
outstanding principal amount of any then outstanding Series of Other First Lien Obligations (provided, however, that
if there are two outstanding Series of Other First Lien Obligations which have an equal outstanding principal amount, the Series of
Other First Lien Obligations with the earlier maturity date shall be considered to have the larger outstanding principal amount for purposes
of this definition). For purposes of this definition, “principal amount” shall be deemed to include the face amount of any
outstanding letter of credit issued under the particular Series.


 


“Non-Controlling
Claimholders” means the First Lien Claimholders which are not Controlling Claimholders.


 


“Non-Controlling
Representative” means, at any time, each Representative that is not the Applicable Representative at such time.


 


“Non-Controlling
Representative Enforcement Date” means, with respect to any Non-Controlling Representative, the date which is 180 days
(throughout which 180 day period such Non-Controlling Representative was the Major Non-Controlling Representative) after the occurrence
of both (i) an Event of Default (under and as defined in the First Lien Documents under which such Non-Controlling Representative
is the Representative) and (ii) each Collateral Agent’s and each other Representative’s receipt of written notice
from such Non-Controlling Representative certifying that (x) such Non-Controlling Representative is the Major Non-Controlling Representative
and that an Event of Default (under and as defined in the First Lien Documents under which such Non-Controlling Representative is the
Representative) has occurred and is continuing and (y) the First Lien Obligations of the Series with respect to which such
Non-Controlling Representative is the Representative are currently due and payable in full (whether as a result of acceleration thereof
or otherwise) in accordance with the terms of the applicable Other First Lien Document; provided that the Non-Controlling Representative
Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred (1) at any time the Applicable Collateral
Agent acting on the instructions of the Applicable Representative has commenced and is diligently pursuing any enforcement action with
respect to Shared Collateral, (2) at any time the Grantor that has granted a security interest in Shared Collateral is then a debtor
under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding or (3) if such Non-Controlling Representative
subsequently rescinds or withdraws the written notice provided for in clause (ii).





 


“Other First Lien
Agreement” means any indenture, notes, credit agreement (other than the Initial Credit Agreement and any Replacement Credit
Agreement) or other agreement, document (including any document governing reimbursement obligations in respect of letters of credit issued
pursuant to any Other First Lien Agreement) or instrument, including the Initial Other First Lien Agreement, pursuant to which any Grantor
has or will incur Other First Lien Obligations; provided that, in each case, the Indebtedness thereunder (other than the Initial
Other First Lien Obligations) has been designated as Other First Lien Obligations pursuant to and in accordance with Section 5.14.
For the avoidance of doubt, neither the Initial Credit Agreement nor any Replacement Credit Agreement shall constitute an Other First
Lien Agreement.


 






    6


     


    

 


“Other First Lien
Claimholder” means the holders of any Other First Lien Obligations and any Representative and Collateral Agent with respect
thereto and shall include the Initial Other First Lien Claimholders.


 


“Other First Lien
Collateral Agents” means each of the Collateral Agents other than the Credit Agreement Collateral Agent.


 


“Other First Lien
Collateral Documents” means the Security Documents or Collateral Documents or similar term (in each case as defined in
the applicable Other First Lien Agreement) and any other agreement, document or instrument entered into for the purpose of granting a
Lien to secure any Other First Lien Obligations or to perfect such Lien (as each may be amended, restated, amended and restated, supplemented
or otherwise modified from time to time).


 


“Other First Lien
Documents” means, with respect to the Initial Other First Lien Obligations or any Series of Other First Lien Obligations,
the Other First Lien Agreements, including the Initial Other First Lien Documents and the Other First Lien Collateral Documents applicable
thereto and each other agreement, document and instrument providing for or evidencing any other Other First Lien Obligation, as each
may be amended, restated, amended and restated, supplemented or otherwise modified from time to time; provided that, in each case,
the Indebtedness thereunder (other than the Initial Other First Lien Obligations) has been designated as Other First Lien Obligations
pursuant to and in accordance with Section 5.14 hereto.


 


“Other First Lien
Obligations” means all amounts owing to any Other First Lien Claimholder (including any Initial Other First Lien Claimholder)
pursuant to the terms of any Other First Lien Document (including the Initial Other First Lien Documents), including all amounts in respect
of any principal, interest (including any Post-Petition Interest), premium (if any), penalties, fees, expenses (including fees, expenses
and disbursements of agents, professional advisors and legal counsel), indemnifications, reimbursements, damages and other liabilities,
and guarantees of the foregoing amounts, in each case whether or not allowed or allowable in an Insolvency or Liquidation Proceeding.
Other First Lien Obligations shall include any Registered Equivalent Notes and guarantees thereof by the Grantors issued in exchange
therefor. For the avoidance of doubt, neither the Initial Credit Agreement Obligations nor any Replacement Credit Agreement Obligations
shall constitute Other First Lien Obligations.





 


“Other First Lien
Representatives” means each of the Representatives other than the Credit Agreement Representative.


 


“Possessory Collateral”
means any Shared Collateral in the possession of any Collateral Agent (or its agents or bailees), to the extent that possession thereof
perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction or otherwise. Possessory Collateral includes any Certificated
Securities, Promissory Notes, Instruments, and Tangible Chattel Paper, in each case, delivered to or in the possession of any Collateral
Agent under the terms of the First Lien Collateral Documents.


 


“Post-Petition
Interest” means interest, fees, expenses and other charges that pursuant to the Credit Agreement Documents or Other First
Lien Documents, as applicable, continue to accrue after the commencement of any Insolvency or Liquidation Proceeding, whether or not
such interest, fees, expenses and other charges are allowed or allowable under the Bankruptcy Law or in any such Insolvency or Liquidation
Proceeding.


 


“Proceeds”
shall have the meaning assigned to such term in Section 2.01(a).


 


“Refinance”
means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund
or repay, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness in whole or in part and regardless of whether
the principal amount of such Refinancing Indebtedness is the same, greater than or less than the principal amount of the Refinanced Indebtedness.
 “Refinanced” and “Refinancing” shall have correlative meanings.


 






    7


     


    

 


“Registered Equivalent
Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under
the Securities Act of 1933, substantially identical notes (having the same guarantees and substantially the same collateral) issued in
a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.


 


“Replacement Collateral
Agent” means, in respect of any Replacement Credit Agreement, the collateral agent or person serving in similar capacity
under the Replacement Credit Agreement.


 


“Replacement Credit
Agreement” means any loan agreement, indenture or other agreement that (i) Refinances the Credit Agreement in accordance
with Section 2.08 hereof so long as, after giving effect to such Refinancing, the agreement that was the Credit Agreement
immediately prior to such Refinancing is no longer secured, and no longer required to be secured, by any of the Collateral and (ii) becomes
the Credit Agreement hereunder by designation as such pursuant to Section 5.14.


 


“Replacement Credit
Agreement Cash Management Agreements” means the Secured Cash Management Agreements or Banking Product Obligations or similar
term as defined in the Replacement Credit Agreement.


 


“Replacement Credit
Agreement Claimholders” means the holders of any Replacement Credit Agreement Obligations, including the “Secured
Parties” as defined in the Replacement Credit Agreement or in the Replacement Credit Agreement Collateral Documents and the Replacement
Representative and Replacement Collateral Agent.


 





“Replacement Credit
Agreement Collateral Documents” means the Security Documents or Collateral Documents or similar term (as defined in the
Replacement Credit Agreement) and any other agreement, document or instrument entered into for the purpose of granting a Lien to secure
any Replacement Credit Agreement Obligations or to perfect such Lien (as each may be amended, restated, amended and restated, supplemented
or otherwise modified from time to time).


 


“Replacement Credit
Agreement Documents” means the Replacement Credit Agreement, each Replacement Credit Agreement Collateral Document and
the other Loan Documents or similar term (as defined in the Replacement Credit Agreement), and each of the other agreements, documents
and instruments providing for or evidencing any other Replacement Credit Agreement Obligation, as each may be amended, restated, amended
and restated, supplemented or otherwise modified from time to time.


 


“Replacement Credit
Agreement Hedge Agreement” means interest rate swap, cap or collar agreements, interest rate future or option contracts,
currency swap agreements, currency future or option contracts and other hedging agreements, but excluding long term agreements for the
purchase of goods and services entered into in the ordinary course of business, entered into with a Hedge Bank or similar term (as defined
in the Replacement Credit Agreement) in order to satisfy the requirements of the Replacement Credit Agreement or otherwise as permitted
under the Replacement Credit Agreement Documents and secured under the Replacement Credit Agreement Collateral Documents.


 


“Replacement
Credit Agreement Obligations” means all amounts owing to any Replacement Credit Agreement Claimholder pursuant to the terms
of any Replacement Credit Agreement Document, including all amounts in respect of any principal, interest, premium (if any), penalties,
fees, expenses (including fees, expenses and disbursements of agents, professional advisors and legal counsel), indemnifications, reimbursements,
damages and other liabilities, and guarantees of the foregoing amounts, in each case whether or not allowed or allowable in an Insolvency
or Liquidation Proceeding. Replacement Credit Agreement Obligations shall include any Registered Equivalent Notes and guarantees thereof
by the Grantors issued in exchange therefor.


 


“Replacement Representative”
means, in respect of any Replacement Credit Agreement, the administrative agent, trustee or person serving in similar capacity under
the Replacement Credit Agreement.


 


“Representative”
means, at any time, (i) in the case of any Initial Credit Agreement Obligations or the Initial Credit Agreement Claimholders, the
Initial First Lien Representative, (ii) in the case of the Initial Other First Lien Obligations or the Initial Other First Lien
Claimholders, the Initial Other Representative, (iii) in the case of any Replacement Credit Agreement Obligations or the Replacement
Credit Agreement Claimholders, the Replacement Representative and (iv) in the case of any other Series of Other First Lien
Obligations or Other First Lien Claimholders of such Series that becomes subject to this Agreement after the date hereof, the Additional
First Lien Representative for such Series.


 






    8


     


    

 


“Series”
means (a) with respect to the First Lien Claimholders, each of (i) the Initial Credit Agreement Claimholders (in their capacities
as such), (ii) the Initial Other First Lien Claimholders (in their capacities as such), (iii) the Replacement Credit Agreement
Claimholders (in their capacities as such), and (iv) the Other First Lien Claimholders (in their capacities as such) that become
subject to this Agreement after the date hereof that are represented by a common Representative (in its capacity as such for such Other
First Lien Claimholders) and (b) with respect to any First Lien Obligations, each of (i) the Initial Credit Agreement Obligations,
(ii) the Initial Other First Lien Obligations, (iii) the Replacement Credit Agreement Obligations and (iv) the Other First
Lien Obligations incurred pursuant to any Other First Lien Document, which pursuant to any Joinder Agreement, are to be represented hereunder
by a common Representative (in its capacity as such for such Other First Lien Obligations).





 


“Shared Collateral”
means, at any time, subject to Section 2.01(e) hereof, Collateral in which the holders of two or more Series of
First Lien Obligations (or their respective Representatives or Collateral Agents on behalf of such holders) hold, or purport to hold,
or are required to hold pursuant to the First Lien Documents in respect of such Series, a valid security interest or Lien at such time.
If more than two Series of First Lien Obligations are outstanding at any time and the holders of less than all Series of First
Lien Obligations hold, or purport to hold, or are required to hold pursuant to the First Lien Documents in respect of such Series, a
valid security interest or Lien in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of
First Lien Obligations that hold, or purport to hold, or are required to hold pursuant to the First Lien Documents in respect of such
Series, a valid security interest or Lien in such Collateral at such time and shall not constitute Shared Collateral for any Series which
does not hold, or purport to hold, or are required to hold pursuant to the First Lien Documents in respect of such Series, a valid security
interest or Lien in such Collateral at such time.


 


“Subsidiary”
means, with respect to any Person, any other Person of which more than 50% of the total voting power of shares of stock or other ownership
interests entitled (without regard to the occurrence of any contingency) to vote in the election of such other Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the
management and policies thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that in the
event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral
is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “UCC”
shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof
relating to such perfection, priority or remedies.


 


“Underlying Assets”
shall have the meaning assigned to such term in Section 2.04(a).


 


Section 1.2        Rules of
Interpretation.


 


The definitions of terms
herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including”
shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have
the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference
to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document
as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any statute
or regulations shall include any amendment, renewal, extension or replacement thereof, (ii) any reference herein to any Person shall
be construed to include such Person’s permitted successors and assigns from time to time, (iii) the words “herein,”
 “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer
to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, 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 and (vi) the term “or” is not exclusive.


 






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Article 2.


 


PRIORITIES AND AGREEMENTS WITH RESPECT TO SHARED
COLLATERAL





 


Section 2.1       Priority
of Claims.


 


(a)            Anything
contained herein or in any of the First Lien Documents to the contrary notwithstanding (but subject to Section 2.01(b) and
2.11(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent is taking action to enforce
rights in respect of any Collateral, or any distribution is made in respect of any Shared Collateral in any Bankruptcy Case of any Grantor
or any First Lien Claimholder receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with
respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any Shared Collateral or Equity Release
Proceeds received by any First Lien Claimholder or received by the Applicable Collateral Agent or any First Lien Claimholder pursuant
to any such intercreditor agreement or otherwise with respect to such Collateral and proceeds of any such distribution (subject, in the
case of any such distribution, to the sentence immediately following clause THIRD below) to which the First Lien Obligations are entitled
under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation
of any Collateral comprising either Shared Collateral or Equity Release Proceeds and all proceeds of any such distribution and any proceeds
of any insurance covering the Shared Collateral received by the Applicable Collateral Agent and not returned to any Grantor under any
First Lien Document being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral
Agent in the following order:


 


(i)            FIRST,
to the payment of all amounts owing to each Collateral Agent (in its capacity as such) and each Representative (in its capacity as such)
secured by such Shared Collateral or, in the case of Equity Release Proceeds, secured by the Underlying Assets, including all reasonable
costs and expenses incurred by each Collateral Agent (in its capacity as such) and each Representative (in its capacity as such) in connection
with such collection or sale or otherwise in connection with this Agreement, any other First Lien Document or any of the First Lien Obligations,
including all court costs and the reasonable fees and expenses of its agents and legal counsel, and any other reasonable costs or expenses
incurred in connection with the exercise of any right or remedy hereunder or under any other First Lien Document and all fees and indemnities
owing to such Collateral Agents and Representatives, ratably to each such Collateral Agent and Representative in accordance with the
amounts payable to it pursuant to this clause FIRST;


 


(ii)            SECOND,
subject to Section 2.01(b) and 2.11(b), to the extent Proceeds remain after the application pursuant to preceding
clause (i), to each Representative for the payment in full of the other First Lien Obligations of each Series secured by
such Shared Collateral or, in the case of Equity Release Proceeds, secured by the Underlying Assets, and, if the amount of such Proceeds
are insufficient to pay in full the First Lien Obligations of each Series so secured then such Proceeds shall be allocated among
the Representatives of each Series secured by such Shared Collateral or, in the case of Equity Release Proceeds, secured by the
Underlying Assets, pro rata according to the amounts of such First Lien Obligations owing to each such respective Representative
and the other First Lien Claimholders represented by it for distribution by such Representative in accordance with its respective First
Lien Documents; and


 


(iii)            THIRD,
any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii), to the Grantors,
their successors or assigns from time to time, or to whomever may be lawfully entitled to receive the same.


 


If, despite the provisions
of this Section 2.01(a), any First Lien Claimholder shall receive any payment or other recovery in excess of its portion
of payments on account of the First Lien Obligations to which it is then entitled in accordance with this Section 2.01(a),
such First Lien Claimholder shall hold such payment or recovery in trust for the benefit of all First Lien Claimholders for distribution
in accordance with this Section 2.01(a).





 






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(b)     (i)     Notwithstanding
the foregoing, with respect to any Shared Collateral or Equity Release Proceeds for which a third party (other than a First Lien Claimholder)
has a Lien that is junior in priority to the Lien of any Series of First Lien Obligations but senior (as determined by appropriate
legal proceedings in the case of any dispute) to the Lien of any other Series of First Lien Obligations (such third party an “Intervening
Creditor”), the value of any Shared Collateral, Equity Release Proceeds or Proceeds which are allocated to such Intervening
Creditor shall be deducted on a ratable basis solely from the Shared Collateral, Equity Release Proceeds or Proceeds to be distributed
in respect of the Series of First Lien Obligations with respect to which such Impairment exists.





 


(ii)            In
furtherance of the foregoing and without limiting the provisions of Section 2.03, it is the intention of the First Lien Claimholders
of each Series that the holders of First Lien Obligations of such Series (and not the First Lien Claimholders of any other
Series) (1) bear the risk of any determination by a court of competent jurisdiction that (x) any of the First Lien Obligations
of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of
First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have a valid and perfected security interest
in any of the Collateral securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists
securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest
of such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations
and (2) not take into account for purposes of this Agreement the existence of any Collateral (other than Equity Release Proceeds)
for any other Series of First Lien Obligations that is not Shared Collateral (any such condition referred to in the foregoing clauses
(1) or (2) with respect to any Series of First Lien Obligations, an “Impairment” of such Series);
provided that the existence of a maximum claim with respect to any real property subject to a mortgage which applies to all First
Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment
with respect to any Series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such
Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including the right
to receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) set forth herein
shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of
such First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are
modified pursuant to applicable law (including pursuant to Section 1129 of the Bankruptcy Code), any reference to such First Lien
Obligations or the First Lien Documents governing such First Lien Obligations shall refer to such obligations or such documents as so
modified.


 


(c)            It
is acknowledged that the First Lien Obligations of any Series may, subject to the limitations set forth in the then existing
First Lien Documents and subject to any limitations set forth in this Agreement, be increased, extended, renewed, replaced, restated,
supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the
priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the First
Lien Claimholders of any Series.


 


(d)            Notwithstanding
the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of First Lien
Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or
any other applicable law or the First Lien Documents or any defect or deficiencies in the Liens securing the First Lien Obligations of
any Series or any other circumstance whatsoever (but, in each case, subject to Section 2.01(b)), each First Lien Claimholder
hereby agrees that the Liens securing each Series of First Lien Obligations on any Shared Collateral shall be of equal priority.


 






    11


     


    

 


(e)            Notwithstanding
anything in this Agreement or any other First Lien Document to the contrary, prior to the Discharge of the Credit Agreement Obligations,
Collateral consisting of cash and cash equivalents pledged to secure Credit Agreement Obligations consisting of reimbursement obligations
in respect of letters of credit pursuant to the Credit Agreement shall be applied as specified in the Credit Agreement and will not constitute
Shared Collateral.


 


Section 2.2       Actions
with Respect to Shared Collateral; Prohibition on Contesting Liens.


 


(a)            Notwithstanding
Section 2.01, (i) only the Applicable Collateral Agent shall act or refrain from acting with respect to Shared
Collateral (including with respect to any other intercreditor agreement with respect to any Shared Collateral), (ii) the Applicable
Collateral Agent shall act only on the instructions of the Applicable Representative and shall not follow any instructions with respect
to such Shared Collateral (including with respect to any other intercreditor agreement with respect to any Shared Collateral) from any
Non-Controlling Representative (or any other First Lien Claimholder other than the Applicable Representative) and (iii) no Other
First Lien Claimholder shall or shall instruct any Collateral Agent to, and any other Collateral Agent that is not the Applicable Collateral
Agent shall not, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator
or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect
to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect
of, Shared Collateral (including with respect to any other intercreditor agreement with respect to Shared Collateral), whether under
any First Lien Collateral Document (other than the First Lien Collateral Documents applicable to the Applicable Collateral Agent), applicable
law or otherwise, it being agreed that only the Applicable Collateral Agent, acting in accordance with the First Lien Collateral Documents
applicable to it, shall be entitled to take any such actions or exercise any remedies with respect to such Shared Collateral at such
time.


 


(b)            Without
limiting the provisions of Section 4.02, each Non-Controlling Representative and Collateral Agent that is not the Applicable
Collateral Agent hereby appoints the Applicable Collateral Agent as its agent and authorizes the Applicable Collateral Agent to exercise
any and all remedies under each First Lien Collateral Document with respect to Shared Collateral and to execute releases in connection
therewith.


 


(c)            Notwithstanding
the equal priority of the Liens securing each Series of First Lien Obligations granted on the Shared Collateral, the Applicable
Collateral Agent (acting on the instructions of the Applicable Representative) may deal with the Shared Collateral as if such Applicable
Collateral Agent had a senior and exclusive Lien on such Shared Collateral. No Non-Controlling Representative, Non-Controlling Claimholder
or Collateral Agent that is not the Applicable Collateral Agent will contest, protest or object to any foreclosure proceeding or action
brought by the Applicable Collateral Agent, the Applicable Representative or the Controlling Claimholders or any other exercise by the
Applicable Collateral Agent, the Applicable Representative or the Controlling Claimholders of any rights and remedies relating to the
Shared Collateral. The foregoing shall not be construed to limit the rights and priorities of any First Lien Claimholder, Collateral
Agent or Representative with respect to any Collateral not constituting Shared Collateral.


 






    12


     


    

 






 


(d)            Each
of the Collateral Agents (other than the Credit Agreement Collateral Agent) and the Representatives (other than the Credit Agreement
Representative) agrees that it will not accept any Lien on any Collateral for the benefit of any Series of Other First Lien Obligations
(other than funds deposited for the satisfaction, discharge or defeasance of any Other First Lien Agreement) other than pursuant to the
First Lien Collateral Documents, and by executing this Agreement (or a Joinder Agreement), each such Collateral Agent and each such Representative
and the Series of First Lien Claimholders for which it is acting hereunder agree to be bound by the provisions of this Agreement
and the other First Lien Collateral Documents applicable to it.


 


(e)            Each
of the First Lien Claimholders agrees that it will not (and hereby waives any right to) contest or support any other Person in
contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity or enforceability
of a Lien held by or on behalf of any of the First Lien Claimholders in all or any part of the Collateral, or the provisions of this
Agreement; provided that nothing in this Agreement shall be construed to prevent or impair (i) the rights of any Collateral
Agent or any Representative to enforce this Agreement or (ii) the rights of any First Lien Secured Party to contest or support any
other Person in contesting the enforceability of any Lien purporting to secure obligations not constituting First Lien Obligations.


 


Section 2.3             No
Interference; Payment Over; Exculpatory Provisions.


 


(a)            Each
First Lien Claimholder agrees that (i) it will not challenge or question or support any other Person in challenging or questioning
in any proceeding the validity or enforceability of any First Lien Obligations of any Series or any First Lien Collateral Document
or the validity, attachment, perfection or priority of any Lien under any First Lien Collateral Document or the validity or enforceability
of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement
shall be construed to prevent or impair the rights of any First Lien Claimholder from challenging or questioning the validity or enforceability
of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of
the Bankruptcy Code, (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere,
hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral
by the Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to and shall not
otherwise (A) direct the Applicable Collateral Agent or any other First Lien Claimholder to exercise any right, remedy or power
with respect to any Shared Collateral (including pursuant to any other intercreditor agreement) or (B) consent to, or object to,
the exercise by, or any forbearance from exercising by, the Applicable Collateral Agent or any other First Lien Claimholder represented
by it of any right, remedy or power with respect to any Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy,
insolvency or other proceeding any claim against the Applicable Collateral Agent or any other First Lien Claimholder represented by it
seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Collateral and (v) it
will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision
of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Applicable
Collateral Agent or any other First Lien Claimholder to (i) enforce this Agreement and (ii) contest or support any other Person
in contesting the enforceability of any Lien purporting to secure obligations not constituting First Lien Obligations.


 


(b)            Each
First Lien Claimholder hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds
or payment in respect of any Shared Collateral, pursuant to any First Lien Collateral Document or by the exercise of any rights available
to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant
to any intercreditor agreement), at any time prior to the Discharge of each of the First Lien Obligations, then it shall hold such Shared
Collateral, proceeds or payment in trust for the other First Lien Claimholders having a security interest in such Shared Collateral and
promptly transfer any such Shared Collateral, proceeds or payment, as the case may be, to the Applicable Collateral Agent, to be distributed
by such Applicable Collateral Agent in accordance with the provisions of Section 2.01(a) hereof, provided, however,
that the foregoing shall not apply to any Shared Collateral purchased by any First Lien Claimholder for cash pursuant to any exercise
of remedies permitted hereunder.


 


(c)            None
of the Applicable Collateral Agent, any Applicable Representative or any other First Lien Claimholder shall be liable for any
action taken or omitted to be taken by the Applicable Collateral Agent, such Applicable Representative or any other First Lien Claimholder
with respect to any Collateral in accordance with the provisions of this Agreement.


 






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Section 2.4             Automatic
Release of Liens.


 


(a)            If,
at any time any Shared Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any
enforcement by the Applicable Collateral Agent in accordance with the provisions of this Agreement, then (whether or not any Insolvency
or Liquidation Proceeding is pending at the time) the Liens in favor of the other Collateral Agents for the benefit of each Series of
First Lien Claimholders (or in favor of such other First Lien Claimholders if directly secured by such Liens) upon such Shared Collateral
will automatically be released and discharged upon final conclusion of such disposition as and when, but only to the extent, such Liens
of the Applicable Collateral Agent on such Shared Collateral are released and discharged; provided that any proceeds of any Shared
Collateral realized therefrom shall be applied pursuant to Section 2.01 hereof. If in connection with any such foreclosure
or other exercise of remedies by the Applicable Collateral Agent, the Applicable Collateral Agent or related Applicable Representative
of such Series of First Lien Obligations releases any guarantor from its obligation under a guarantee of the Series of First
Lien Obligations for which it serves as agent prior to a Discharge of such Series of First Lien Obligations, such guarantor also
shall be released from its guarantee of all other First Lien Obligations. If in connection with any such foreclosure or other exercise
of remedies by the Applicable Collateral Agent, the equity interests of any Person are foreclosed upon or otherwise disposed of and the
Applicable Collateral Agent releases its Lien on the property or assets of such Person, then the Liens of each other Collateral Agent
(or in favor of such other First Lien Claimholders if directly secured by such Liens) with respect to any Collateral consisting of the
property or assets of such Person will be automatically released and discharged to the same extent as the Liens of the Applicable Collateral
Agent are released and discharged; provided that any proceeds of any such equity interests foreclosed upon where the Applicable
Collateral Agent releases its Lien on the assets of such Person on which another Series of First Lien Obligations holds a Lien on
any of the assets of such Person (any such assets, the “Underlying Assets”) which Lien is released as provided
in this sentence (any such Proceeds being referred to herein as “Equity Release Proceeds” regardless of whether
or not such other Series of First Lien Obligations holds a Lien on such equity interests so disposed of) shall be applied pursuant
to Section 2.01 hereof.


 


(b)            Without
limiting the rights of the Applicable Collateral Agent under Section 4.02, each Collateral Agent and each Representative
agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably
be requested by the Applicable Collateral Agent to evidence and confirm any release of Shared Collateral, Underlying Assets or guarantee
provided for in this Section, in each case, without recourse to or warranty of any kind by any Collateral Agent or Representative.


 






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Section 2.5             Certain
Agreements with Respect to Bankruptcy or Insolvency Proceedings.


  


(a)              This
Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code
or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against any Grantor or any of its subsidiaries.


 


(b)            If
any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall,
as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more
lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of cash collateral under
Section 363 of the Bankruptcy Code, each First Lien Claimholder (other than any Controlling Claimholder or any Representative of
any Controlling Claimholder) agrees that it will not raise any objection to any such financing or to the Liens on the Shared Collateral
securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral,
unless a Representative of the Controlling Claimholders shall then oppose or object to such DIP Financing or such DIP Financing Liens
or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral
for the benefit of the Controlling Claimholders, each Non-Controlling Claimholder will subordinate its Liens with respect to such Shared
Collateral on the same terms as the Liens of the Controlling Claimholders (other than any Liens of any First Lien Claimholders constituting
DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with
the Liens on any such Shared Collateral granted to secure the First Lien Obligations of the Controlling Claimholders, each Non-Controlling
Claimholder will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the
First Lien Claimholders of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders,
including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other First
Lien Claimholders (other than any Liens of the First Lien Claimholders constituting DIP Financing Liens) as existed prior to the commencement
of the Bankruptcy Case, (B) the First Lien Claimholders of each Series are granted Liens on any additional collateral pledged
to any First Lien Claimholders as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with
the same priority vis-à-vis the First Lien Claimholders as set forth in this Agreement (other than any Liens of any First Lien
Claimholders constituting DIP Financing Liens), (C) if any amount of such DIP Financing or cash collateral is applied to repay any
of the First Lien Obligations, such amount is applied pursuant to Section 2.01(a) of this Agreement, and (D) if
any First Lien Claimholders are granted adequate protection with respect to the First Lien Obligations subject hereto, including in the
form of periodic payments, in connection with such use of cash collateral, the proceeds of such adequate protection are applied pursuant
to Section 2.01(a) of this Agreement; provided that the First Lien Claimholders of each Series shall have
a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the First Lien
Claimholders of such Series or its Representative that shall not constitute Shared Collateral (unless such Collateral fails to constitute
Shared Collateral because the Lien in respect thereof constitutes a Declined Lien with respect to such First Lien Claimholders or their
Representative or Collateral Agent); provided, further, that the First Lien Claimholders receiving adequate protection
shall not object to any other First Lien Claimholder receiving adequate protection comparable to any adequate protection granted to such
First Lien Claimholders in connection with a DIP Financing or use of cash collateral.


 


(c)            If
any First Lien Claimholder is granted adequate protection (A) in the form of Liens on any additional collateral, then each
other First Lien Claimholder shall be entitled to seek, and each First Lien Claimholder will consent and not object to, adequate protection
in the form of Liens on such additional collateral with the same priority vis-à-vis the First Lien Claimholders as set forth in
this Agreement, (B) in the form of a superpriority or other administrative claim, then each other First Lien Claimholder shall be
entitled to seek, and each First Lien Claimholder will consent and not object to, adequate protection in the form of a pari passu superpriority
or administrative claim or (C) in the form of periodic or other cash payments, then the proceeds of such adequate protection must
be applied to all First Lien Obligations pursuant to Section 2.01.


 






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Section 2.6             Reinstatement.


 


In the event that any of
the First Lien Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including
an order or judgment for disgorgement of a preference under Title 11 of the Bankruptcy Code, or any similar law, or the settlement of
any claim in respect thereof), be required to be returned or repaid, the terms and conditions of this Agreement shall be fully applicable
thereto until all such First Lien Obligations shall again have been paid in full in cash. This Section 2.06 shall survive
termination of this Agreement.


 


Section 2.7             Insurance
and Condemnation Awards.


 


As among the First Lien Claimholders,
the Applicable Collateral Agent (acting at the direction of the Applicable Representative), shall have the right, but not the obligation,
to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and
to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral. To the extent any Collateral
Agent or any other First Lien Claimholder receives proceeds of such insurance policy and such proceeds are not permitted or required
to be returned to any Grantor under the applicable First Lien Documents, such proceeds shall be turned over to the Applicable Collateral
Agent for application as provided in Section 2.01 hereof.


 


Section 2.8             Refinancings.


 


The First Lien Obligations
of any Series may, subject to Section 5.14, be Refinanced, in whole or in part, in each case, without notice to, or
the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under any First Lien Document)
of any First Lien Claimholder of any other Series, all without affecting the priorities provided for herein or the other provisions hereof;
provided that the Representative and Collateral Agent of the holders of any such Refinancing Indebtedness shall have executed
a Joinder Agreement on behalf of the holders of such Refinancing Indebtedness. If such Refinancing Indebtedness is intended to constitute
a Replacement Credit Agreement, the Company shall so state in its Designation.


 


Section 2.9             Gratuitous
Bailee/Agent for Perfection.


 


(a)            The
Applicable Collateral Agent shall be entitled to hold any Possessory Collateral constituting Shared Collateral.


 


(b)            Notwithstanding
the foregoing, each Collateral Agent agrees to hold any Possessory Collateral constituting Shared Collateral and any other Shared
Collateral from time to time in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee
for the benefit of each other First Lien Claimholder (such bailment being intended, among other things, to satisfy the requirements of
Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) and any assignee, solely for the purpose of perfecting the security
interest granted in such Shared Collateral, if any, pursuant to the applicable First Lien Collateral Documents, in each case, subject
to the terms and conditions of this Section 2.09. Solely with respect to any Deposit Accounts constituting Shared Collateral
under the control (within the meaning of Section 9-104 of the UCC) of any Collateral Agent, each such Collateral Agent agrees to
also hold control over such Deposit Accounts as gratuitous agent for each other First Lien Claimholder and any assignee solely for the
purpose of perfecting the security interest in such Deposit Accounts, subject to the terms and conditions of this Section 2.09.


 






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(c)            No
Collateral Agent shall have any obligation whatsoever to any First Lien Claimholder to ensure that the Possessory Collateral and
Control Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set
forth in this Section 2.09. The duties or responsibilities of each Collateral Agent under this Section 2.09 shall
be limited solely to holding any Possessory Collateral constituting Shared Collateral or any other Shared Collateral in its possession
or control as gratuitous bailee (and with respect to Deposit Accounts, as gratuitous agent) in accordance with this Section 2.09
and delivering the Possessory Collateral constituting Shared Collateral as provided in Section 2.09(e) below.


 


(d)            None
of the Collateral Agents or any of the First Lien Claimholders shall have by reason of the First Lien Documents, this Agreement
or any other document a fiduciary relationship in respect of the other Collateral Agents or any other First Lien Claimholder, and each
Collateral Agent and each First Lien Claimholder hereby waives and releases the other Collateral Agents and First Lien Claimholders from
all claims and liabilities arising pursuant to any Collateral Agent’s role under this Section 2.09 as gratuitous bailee
with respect to the Possessory Collateral constituting Shared Collateral or any other Shared Collateral in its possession or control
(and with respect to the Deposit Accounts, as gratuitous agent).


 


(e)            At
any time the Applicable Collateral Agent is no longer the Applicable Collateral Agent, such outgoing Applicable Collateral Agent
shall deliver the remaining Possessory Collateral constituting Shared Collateral in its possession (if any) together with any necessary
endorsements (which endorsement shall be without recourse and without any representation or warranty), first, to the then Applicable
Collateral Agent to the extent First Lien Obligations remain outstanding and second, to the applicable Grantor to the extent no
First Lien Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Shared Collateral)
or to whomever may be lawfully entitled to receive the same. The outgoing Applicable Collateral Agent further agrees to take all other
action reasonably requested by the then Applicable Collateral Agent at the expense of the Company in connection with the then Applicable
Collateral Agent obtaining a first-priority security interest in the Shared Collateral.


 


Section 2.10           Amendments
to First Lien Collateral Documents.


 


(a)           Without
the prior written consent of each other Collateral Agent, each Collateral Agent agrees that no First Lien Collateral Document
may be amended, restated, amended and restated, supplemented, replaced or Refinanced or otherwise modified from time to time or entered
into to the extent such amendment, supplement, Refinancing or modification, or the terms of any new First Lien Collateral Document, would
be prohibited by, or would require any Grantor to act or refrain from acting in a manner that would violate, any of the terms of this
Agreement.


 


(b)            In
determining whether an amendment to any First Lien Collateral Document is permitted by this Section 2.10, each Collateral
Agent may conclusively rely on an officer’s certificate of the Company stating that such amendment is permitted by this Section 2.10.


 






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Section 2.11           Similar
Liens and Agreements.


 


(a)            Subject
to Section 2.11(b) below, the parties hereto agree that it is their intention that the Collateral be identical
for all First Lien Claimholders; provided, that this provision will not be violated with respect to any particular Series if
the First Lien Document for such Series prohibits the Collateral Agent for that Series from accepting a Lien on such asset
or property or such Collateral Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or
declined Liens with respect to a particular Series, a “Declined Lien”). In furtherance of, but subject to,
the foregoing, the parties hereto agree, subject to the other provisions of this Agreement:


 


(i)            upon
request by any Collateral Agent, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time
in order to determine the specific items included in the Shared Collateral and the steps taken to perfect their respective Liens thereon
and the identity of the respective parties obligated under the Credit Agreement Documents and the Other First Lien Documents; and


 


(ii)         that
the documents and agreements creating or evidencing the Liens on Shared Collateral securing the Credit Agreement Obligations and the
Other First Lien Obligations shall, subject to the terms and conditions of Section 5.02, be in all material respects the
same forms of documents as one another, except that the documents and agreements creating or evidencing the Liens securing the Other
First Lien Obligations may contain additional provisions as may be necessary or appropriate to establish the intercreditor arrangements
among the various separate classes of creditors holding Other First Lien Obligations and to address any Declined Lien.


 


(b)            Notwithstanding
anything in this Agreement or any other First Lien Documents to the contrary, Collateral consisting of cash and cash equivalents pledged
to secure reimbursement obligations in respect of letters of credit shall solely secure and shall be applied as specified in the Credit
Agreement or Other First Lien Agreement, as applicable, pursuant to which such letters of credit were issued and will not constitute
Shared Collateral.


 


Article 3.


 


EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS


 


Whenever any Applicable Collateral
Agent or any Applicable Representative shall be required, in connection with the exercise of its rights or the performance of its obligations
hereunder, to determine the existence or amount of any First Lien Obligations of any Series, or the Shared Collateral subject to any
Lien securing the First Lien Obligations of any Series, it may request that such information be furnished to it in writing by each other
Representative or each other Collateral Agent and shall be entitled to make such determination or not make any determination on the basis
of the information so furnished; provided, however, that if a Representative or a Collateral Agent shall fail or refuse
reasonably promptly to provide the requested information, the requesting Applicable Collateral Agent or Applicable Representative shall
be entitled to make any such determination or not make any determination by such method as it may, in the exercise of its good faith
judgment, determine, including by reliance upon a certificate of the Company. Each Applicable Collateral Agent and each Applicable Representative
may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions
of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor,
any First Lien Claimholder or any other person as a result of such determination.


 






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Article 4.


 


THE APPLICABLE COLLATERAL AGENT


 


Section 4.1             Authority.


 


(a)            Notwithstanding
any other provision of this Agreement, nothing herein shall be construed to impose any fiduciary or other duty on any Applicable
Collateral Agent to any Non-Controlling Claimholder or give any Non-Controlling Claimholder the right to direct any Applicable Collateral
Agent, except that each Applicable Collateral Agent shall be obligated to distribute proceeds of any Shared Collateral in accordance
with Section 2.01 hereof.


 


(b)            In
furtherance of the foregoing, each Non-Controlling Claimholder acknowledges and agrees that the Applicable Collateral Agent shall
be entitled, for the benefit of the First Lien Claimholders, to sell, transfer or otherwise dispose of or deal with any Shared Collateral
as provided herein and in the First Lien Collateral Documents, as applicable, without regard to any rights to which the Non-Controlling
Claimholders would otherwise be entitled as a result of the First Lien Obligations held by such Non-Controlling Claimholders. Without
limiting the foregoing, each Non-Controlling Claimholder agrees that none of the Applicable Collateral Agent, the Applicable Representative
or any other First Lien Claimholder shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral
(or any other Collateral securing any of the First Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion
of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize the return
to the Non-Controlling Claimholders, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation
may affect the amount of proceeds actually received by the Non-Controlling Claimholders from such realization, sale, disposition or liquidation.
Each of the First Lien Claimholders waives any claim it may now or hereafter have against any Collateral Agent or Representative of any
other Series of First Lien Obligations or any other First Lien Claimholder of any other Series arising out of (i) any
actions which any such Collateral Agent, Representative or any First Lien Claimholder represented by it take or omit to take (including
actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure
upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection
of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other party) in accordance with
the First Lien Collateral Documents or any other agreement related thereto or in connection with the collection of the First Lien Obligations
or the valuation, use, protection or release of any security for the First Lien Obligations; provided that nothing in this clause
(i) shall be construed to prevent or impair the rights of any Collateral Agent or Representative to enforce this Agreement,
(ii) any election by any Applicable Representative or any holders of First Lien Obligations, in any proceeding instituted under
the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05,
any borrowing, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any
equivalent provision of any other Bankruptcy Law, by the Company or any of its Subsidiaries, as debtor-in-possession. Notwithstanding
any other provision of this Agreement, the Applicable Collateral Agent shall not (i) accept any Shared Collateral in full or partial
satisfaction of any First Lien Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without
the consent of each Representative representing holders of First Lien Obligations for whom such Collateral constitutes Shared Collateral
or (ii) “credit bid” for or purchase (other than for cash) Shared Collateral at any public, private or judicial foreclosure
upon such Shared Collateral, without the consent of each Representative representing holders of First Lien Obligations for whom such
Collateral constitutes Shared Collateral.


 






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Section 4.2             Power-of-Attorney.


 


Each Non-Controlling Representative
and Collateral Agent that is not the Applicable Collateral Agent, for itself and on behalf of each other First Lien Claimholder of the
Series for whom it is acting, hereby irrevocably appoints the Applicable Collateral Agent and any officer or agent of the Applicable
Collateral Agent, which appointment is coupled with an interest with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of such Non-Controlling Representative, Collateral Agent or First Lien
Claimholder, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish
the purposes of this Agreement, including the exercise of any and all remedies under each First Lien Collateral Document with respect
to Shared Collateral and the execution of releases in connection therewith.


 


Article 5.


 


MISCELLANEOUS


 


Section 5.1             Integration/Conflicts.


 


This Agreement, together
with the other First Lien Documents and the First Lien Collateral Documents, represents the entire agreement of each of the Grantors
and the First Lien Claimholders with respect to the subject matter hereof and thereof and supersedes any and all previous agreements
and understandings, oral or written, relating to the subject matter hereof and thereof. There are no promises, undertakings, representations
or warranties by any Representative, Collateral Agent or First Lien Claimholder relative to the subject matter hereof and thereof not
expressly set forth or referred to herein or therein. In the event of any conflict between the provisions of this Agreement and the provisions
of the First Lien Documents the provisions of this Agreement shall govern and control.


 


Section 5.2             Effectiveness;
Continuing Nature of this Agreement; Severability.


 


This Agreement shall become
effective when executed and delivered by the parties hereto. This is a continuing agreement and the First Lien Claimholders of any Series may
continue, at any time and without notice to any First Lien Claimholder of any other Series, to extend credit and other financial accommodations
and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereon. Each Representative
and each Collateral Agent, on behalf of itself and each other First Lien Claimholder represented by it, hereby waives any right it may
have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive,
and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace
any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those
of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or
such Grantor as debtor and debtor in possession and any receiver, trustee or similar person for the Company or any other Grantor (as
the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect with
respect to any Representative or Collateral Agent and the First Lien Claimholders represented by such Representative or Collateral Agent
and their First Lien Obligations, on the date on which there has been a Discharge of such Series of First Lien Obligations, subject
to the rights of the First Lien Claimholders under Section 2.06; provided, however, that such termination shall
not relieve any such party of its obligations incurred hereunder prior to the date of such termination.


 






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Section 5.3             Amendments;
Waivers.


 


(a)            No
amendment, modification or waiver of any of the provisions of this Agreement shall be deemed to be made unless the same shall
be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect
to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other
parties to such party in any other respect or at any other time. Notwithstanding the foregoing, the Company and the other Grantors shall
not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent
their rights and obligations are adversely affected.


 


(b)            Notwithstanding
the foregoing, without the consent of any First Lien Claimholder, any Representative and Collateral Agent may become a party hereto
by execution and delivery of a Joinder Agreement in accordance with Section 5.14 of this Agreement and upon such execution
and delivery, such Representative and Collateral Agent and the Other First Lien Claimholders and Other First Lien Obligations of the
Series for which such Representative and Collateral Agent is acting shall be subject to the terms hereof.


 


(c)          Notwithstanding
the foregoing, without the consent of any other Representative or First Lien Claimholder, the Applicable Collateral Agent may
effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Other First Lien Obligations
in compliance with the Credit Agreement and the other First Lien Documents.


 


Section 5.4             Information
Concerning Financial Condition of the Grantors and their Subsidiaries.


 


The Representative and Collateral
Agent and the other First Lien Claimholders of each Series shall each be responsible for keeping themselves informed of (a) the
financial condition of the Grantors and their Subsidiaries and all endorsers and/or guarantors of the First Lien Obligations and (b) all
other circumstances bearing upon the risk of nonpayment of the First Lien Obligations. The Representative and Collateral Agent and the
other First Lien Claimholders of each Series shall have no duty to advise the Representative, Collateral Agent or First Lien Claimholders
of any other Series of information known to it or them regarding such condition or any such circumstances or otherwise. In the event
the Representative or Collateral Agent or any of the other First Lien Claimholders, in its or their sole discretion, undertakes at any
time or from time to time to provide any such information to the Representative, Collateral Agent or First Lien Claimholders of any other
Series, it or they shall be under no obligation:


 


(a)          to
make, and such Representative and Collateral Agent and such other First Lien Claimholders shall not make, any express or implied
representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so
provided;


 


(b)            to
provide any additional information or to provide any such information on any subsequent occasion;


 


(c)            to
undertake any investigation; or


 


(d)            to
disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain
confidential or is otherwise required to maintain confidential.


 






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Section 5.5             Submission
to Jurisdiction; Certain Waivers.


 


Each of the Company, each
other Grantor, each Collateral Agent and each Representative, on behalf of itself and each other First Lien Claimholder represented by
it, hereby irrevocably and unconditionally:


 


(a)          submits
for itself and its property in any legal action or proceeding relating to this Agreement and the First Lien Collateral Documents
(whether arising in contract, tort or otherwise) to which it is a party, or for recognition and enforcement of any judgment in respect
thereof, to the exclusive (subject to Section 5.05(c) below) jurisdiction of the United States District Court for the
Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court
of the State of New York sitting in the Borough of Manhattan), and any appellate court thereof;


 


(b)            agrees
that all claims in respect of any such action or proceeding shall be heard and determined in such New York state court or, to
the fullest extent permitted by applicable law, in such federal court;


 


(c)            agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit
on the judgment or in any other manner provided by law and that nothing in this Agreement or any other First Lien Document shall affect
any right that any Collateral Agent, Representative or other First Lien Claimholder may otherwise have to bring any action or proceeding
relating to this Agreement or any other First Lien Document against such Grantor or any of its assets in the courts of any jurisdiction;


 


(d)            waives,
to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any
action or proceeding arising out of or relating to this Agreement or any other First Lien Collateral Document in any court referred to
in Section 5.05(a) (and irrevocably waives to the fullest extent permitted by applicable law the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court);


 


(e)            consents
to service of process in any such proceeding in any such court by registered or certified mail, return receipt requested, to the
applicable party at its address provided in accordance with Section 5.07 (and agrees that nothing in this Agreement will
affect the right of any party hereto to serve process in any other manner permitted by applicable law);


 


(f)            agrees
that service as provided in Section 5.05(e) above is sufficient to confer personal jurisdiction over the
applicable party in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect;
and


 


(g)            waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover any special, exemplary, punitive or consequential
damages.


 


Section 5.6             WAIVER
OF JURY TRIAL.


 


EACH PARTY HERETO, THE
COMPANY AND THE OTHER GRANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO AND THE COMPANY AND THE OTHER GRANTORS (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT EACH SUCH PARTY HERETO AND THE COMPANY AND
EACH OTHER GRANTOR HERETO HAVE BEEN INDUCED TO ENTER INTO OR ACKNOWLEDGE THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.


 






    23 


     


    

 


Section 5.7             Notices.


 


(a)            Unless
otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served or sent by facsimile or
United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed
for against receipt thereof, upon receipt of facsimile, or three Business Days after depositing it in the United States mail with postage
prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s
name on the signature pages hereto or in the Joinder Agreement pursuant to which it becomes a party hereto, or, as to each party,
at such other address as may be designated by such party in a written notice to all of the other parties. Notices and other communications
delivered through electronic communications to the extent provided in Section 5.07(b) below shall be effective as provided
in such Section 5.07(b).


 


(b)            Notices
and other communications to the parties hereunder may be delivered or furnished by electronic communication; provided that the
foregoing shall not apply to notices to any party hereunder if any such party has notified each such other party that it is incapable
of receiving notices by electronic communication. The parties hereunder may, in their sole discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such
procedures may be limited to particular notices or communications. Unless the Applicable Representative otherwise prescribes, (i) notices
and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from
the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgment); provided that if such notice or other communication is not sent during the normal business hours of the recipient,
such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient,
and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by
the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or
communication is available and identifying the website address therefor.


 


Section 5.8             Further
Assurances.


 


Each Representative and Collateral
Agent, on behalf of itself and each other First Lien Claimholder represented by it, and the Company and each other Grantor, agree that
each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form,
if requested) as any Representative and Collateral Agent may reasonably request to effectuate the terms of and the Lien priorities contemplated
by this Agreement.


 


Section 5.9             Agency
Capacities.


 


Except as expressly provided
herein, (a) JPMorgan Chase Bank, N.A. is acting in the capacity of Initial First Lien Representative and Initial First Lien Collateral
Agent solely for the Initial Credit Agreement Claimholders, (b) the Initial Other Representative and the Initial Other Collateral
Agent is acting in the capacity of Representative and Collateral Agent, respectively, solely for the Initial Other First Lien Claimholders,
(c) each Replacement Representative and Replacement Collateral Agent is acting in the capacity of Representative and Collateral
Agent, respectively, solely for the Replacement Credit Agreement Claimholders and (d) each other Representative and each other Collateral
Agent is acting in the capacity of Representative and Collateral Agent, respectively, solely for the Other First Lien Claimholders under
the Other First Lien Documents for which it is the named Representative or Collateral Agent, as the case may be, in the applicable Joinder
Agreement.


 






    24 


     


    

 


Section 5.10           GOVERNING
LAW.


 


THIS AGREEMENT AND ALL
CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE IN ANY WAY HERETO
OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


 


Section 5.11           Binding
on Successors and Assigns.


 


This Agreement shall be binding
upon each Representative and each Collateral Agent, the First Lien Claimholders, the Company and the other Grantors, and their respective
successors and assigns from time to time. If any of the Representatives and/or Collateral Agents resigns or is replaced pursuant to the
applicable First Lien Documents its successor shall be deemed to be a party to this Agreement and shall have all the rights of, and be
subject to all the obligations of, this Agreement. No provision of this Agreement will inure to the benefit of a trustee, debtor-in-possession,
creditor trust or other representative of an estate or creditor of any Grantor, including where any such trustee, debtor-in-possession,
creditor trust or other representative of an estate is the beneficiary of a Lien securing Collateral by virtue of the avoidance of such
Lien in an Insolvency or Liquidation Proceeding.


 


Section 5.12           Section Headings.


 


Section headings and
the Table of Contents used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be
taken into consideration in the interpretation hereof.


 


Section 5.13           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 imaging
means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The words “execution,”
 “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement shall
be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy,
emailed pdf, or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of
the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper based
recordkeeping system, as the case may be.


 


Section 5.14           Other
First Lien Obligations.


 


(a)            To
the extent not prohibited by the provisions of the Credit Agreement and the other First Lien Documents, the Company may incur
additional Indebtedness (which for the avoidance of doubt shall include any Indebtedness incurred pursuant to a Refinancing) and Other
First Lien Obligations or Replacement Credit Agreement Obligations after the date hereof that is secured on an equal and ratable basis
with the Liens (other than any Declined Liens) securing the then existing First Lien Obligations (such Indebtedness, “Additional
First Lien Debt”). Any such Additional First Lien Debt and any Series of Other First Lien Obligations or Replacement
Credit Agreement Obligations, as applicable, may be secured by a Lien on a ratable basis, in each case under and pursuant to the applicable
First Lien Collateral Documents of such Series, if, and subject to the condition that, the Additional First Lien Collateral Agent and
Additional First Lien Representative of any such Additional First Lien Debt, acting on behalf of the holders of such Additional First
Lien Debt and the holders of such Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable (such Additional
First Lien Collateral Agent, Additional First Lien Representative, the holders in respect of any such Additional First Lien Debt and
the holders of any such Series of Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, being
referred to as “Additional First Lien Claimholders”), each becomes a party to this Agreement by satisfying
the conditions set forth in Section 5.14(b).


 






    25 


     


    

 


(b)            In
order for an Additional First Lien Representative and Additional First Lien Collateral Agent (including, in the case of a Replacement
Credit Agreement, the Replacement Representative and the Replacement Collateral Agent in respect thereof) to become a party to this Agreement,


 


(i)            such
Additional First Lien Representative and such Additional First Lien Collateral Agent shall have executed and delivered an instrument
substantially in the form of Exhibit A (with such changes as may be reasonably approved by each Collateral Agent and such
Additional First Lien Representative and such Additional First Lien Collateral Agent, as the case may be) pursuant to which either (x) such
Additional First Lien Representative becomes a Representative hereunder and such Additional First Lien Collateral Agent becomes a Collateral
Agent hereunder, and such Additional First Lien Debt and such Series of Other First Lien Obligations or Replacement Credit Agreement
Obligations, as applicable, and the Additional First Lien Claimholders of such Series become subject hereto and bound hereby;


 


(ii)            the
Company shall have delivered to each Collateral Agent:


 


(A)            true
and complete copies of each of the Other First Lien Agreement or Replacement Credit Agreement, as applicable, and the First Lien Collateral
Documents for such Series, certified as being true and correct by a Responsible Officer of the Company;


 


(B)            a
Designation substantially in the form of Exhibit B pursuant to which the Company shall (A) identify the Indebtedness
to be designated as Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, and the initial aggregate
principal amount or committed amount thereof, (B) specify the name and address of the Additional First Lien Collateral Agent and
Additional First Lien Representative, (C) certify that such (x) Additional First Lien Debt is permitted by each First Lien
Document and that the conditions set forth in this Section 5.14 are satisfied with respect to such Additional First Lien
Debt and such Series of Other First Lien Obligations or Replacement Credit Agreement Obligations, as applicable, and (D) in
the case of a Replacement Credit Agreement, expressly state that such agreement giving rise to the new Indebtedness satisfies the requirements
of a Replacement Credit Agreement and the Company elects to designate such agreement as a Replacement Credit Agreement; and


 


(iii)            the
Other First Lien Documents or Replacement Credit Agreement Documents, as applicable, relating to such Additional First Lien Debt shall
provide, in a manner reasonably satisfactory to each Collateral Agent, that each Additional First Lien Claimholder with respect to such
Additional First Lien Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional
First Lien Debt.


 


(c)            Upon
the execution and delivery of a Joinder Agreement by an Additional First Lien Representative and an Additional First Lien Collateral
Agent, in each case, in accordance with this Section 5.14, each other Representative and Collateral Agent shall acknowledge
such receipt thereof by countersigning a copy thereof, subject to the terms of this Section 5.14 and returning the same to
such Additional First Lien Representative and Additional First Lien Collateral Agent, as applicable; provided that the failure
of any Representative or Collateral Agent to so acknowledge or return shall not affect the status of such debt as Additional First Lien
Debt if the other requirements of this Section 5.14 are complied with.


 






    26 


     


    

 


Section 5.15           Authorization.


 


By its signature, each Person
executing this Agreement, on behalf of such party or Grantor but not in his or her personal capacity as a signatory, represents and warrants
to the other parties hereto that it is duly authorized to execute this Agreement.


 


Section 5.16           No
Third Party Beneficiaries/ Provisions Solely to Define Relative Rights.


 


The provisions of this Agreement
are and are intended solely for the purpose of defining the relative rights of the First Lien Claimholders in relation to one another.
None of the Company, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder and no such Person
is an intended beneficiary or third party beneficiary hereof, except, in each case, as expressly provided in this Agreement, and none
of the Company nor any other Grantor may rely on the terms hereof (other than as set forth in Sections 2.04 and 2.08 and
Article V). Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor, which
are absolute and unconditional, to pay the First Lien Obligations as and when the same shall become due and payable in accordance with
their terms. Without limitation of any other provisions of this Agreement, the Company and each Grantor hereby (a) acknowledges
that it has read this Agreement and consents hereto, (b) agrees that it will not take any action that would be contrary to the express
provisions of this Agreement and (c) agrees to abide by the requirements expressly applicable to it under this Agreement.


 


Section 5.17           No
Indirect Actions.


 


Unless otherwise expressly
stated, if a party may not take an action under this Agreement, then it may not take that action indirectly, or support any other Person
in taking that action directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly
prohibited for the party but is intended to have substantially the same effects as the prohibited action.


 


Section 5.18           Additional
Grantors.


 


Each Grantor agrees that
it shall ensure that each of its Subsidiaries that is or is to become a party to any First Lien Document and which grants or purports
to grant a lien on any of its assets shall either execute this Agreement on the date hereof or shall confirm that it is a Grantor hereunder
pursuant to a joinder agreement substantially in the form attached hereto as Exhibit C that is executed and delivered by
such Subsidiary prior to or concurrently with its execution and delivery of such First Lien Document.


 


[Remainder of this page intentionally left
blank]


 






    27 


     


    

 



 


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


 


	 	[JPMORGAN CHASE BANK, N.A.],
	 	as Initial First Lien Representative and
    Initial First Lien Collateral Agent
	 	 
	 	By:	             
	 	 	Name:
	 	 	Title:
	 	 
	 	NOTICE ADDRESS:
	 	 
	 	[JPMorgan Chase Bank, N.A .
	 	Address]



 



     


     


    




 


	 	[                                                   ],
	 	as Initial Other Collateral Agent
	 	 
	 	By:	                                   
	 	 	Name:
	 	 	Title:
	 	 
	 	[NOTICE ADDRESS]
	 	 
	 	[                                                   ],
	 	as Initial Other Representative
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[NOTICE ADDRESS]






 



     


     


    




 


	Acknowledged and Agreed to by:	 
	 	 
	HEALTHEQUITY, INC.

	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	WAGEWORKS, INC.

	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	FORT EFFECT CORP.

	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	VIKING ACQUISITION CORP.

	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 



     


     


    




 


	NOTICE ADDRESS:

	 
	 	 
	HealthEquity, Inc.	 
	[Address]	 
	Attn: [_____]	 
	Facsimile No.: [_____]	 
	Email: [_____]	 
	 	 
	with a copy to:	 
	 	 
	[_____]	 
	[Address]	 
	Attn: [_____]	 
	Facsimile No.: [_____]	 
	Email: [_____]	 






 



     


     


    




 


Exhibit A
to

Pari Passu Intercreditor Agreement


 


[FORM OF] JOINDER AGREEMENT


 


JOINDER
NO. [       ] dated as of [              ],
20[   ] (the “Joinder Agreement”) to the PARI PASSU INTERCREDITOR AGREEMENT dated as of [         ],
20[   ], (the “Pari Passu Intercreditor Agreement”), among [JPMORGAN CHASE BANK, N.A.], as Initial
First Lien Representative and as Initial First Lien Collateral Agent, [_________], as Initial Other Representative, and [__________],
as Initial Other Collateral Agent, and the additional Representatives and Collateral Agents from time to time a party thereto, and acknowledged
and agreed to by HEALTHEQUITY, INC., a Delaware corporation (the “Company”), and the other Grantors signatory
thereto.


 


A.            Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Pari Passu Intercreditor Agreement.


 


B.            As
a condition to the ability of the Company to incur [Other First Lien Obligations][Replacement Credit Agreement Obligations under the
Replacement Credit Agreement] and to secure such [Other First Lien Obligations][Replacement Credit Agreement Obligations] with the liens
and security interests created by the [Other First Lien Collateral Documents][Replacement Credit Agreement Collateral Documents], the
Additional First Lien Representative in respect thereof is required to become a Representative and the Additional First Lien Collateral
Agent in respect thereof is required to become a Collateral Agent and the First Lien Claimholders in respect thereof are required to
become subject to and bound by, the Pari Passu Intercreditor Agreement. Section 5.14 of the Pari Passu Intercreditor Agreement
provides that such Additional First Lien Representative may become a Representative, such Additional First Lien Collateral Agent may
become a Collateral Agent and such Additional First Lien Claimholders may become subject to and bound by the Pari Passu Intercreditor
Agreement, pursuant to the execution and delivery by the Additional First Lien Representative and the Additional First Lien Collateral
Agent of an instrument in the form of this Joinder Agreement and the satisfaction of the other conditions set forth in Section 5.14
of the Pari Passu Intercreditor Agreement. The undersigned Additional First Lien Representative (the “New Representative”)
and Additional First Lien Collateral Agent (the “New Collateral Agent”) are executing this Joinder Agreement
in accordance with the requirements of the Pari Passu Intercreditor Agreement.


 


Accordingly, the New Representative
and the New Collateral Agent agree as follows:


 


SECTION 1.     In
accordance with Section 5.14 of the Pari Passu Intercreditor Agreement, (i) the New Representative and the New Collateral
Agent by their signatures below become a Representative and a Collateral Agent respectively, under, and the related Additional First
Lien Debt and Additional First Lien Claimholders become subject to and bound by, the Pari Passu Intercreditor Agreement with the same
force and effect as if the New Representative and New Collateral Agent had originally been named therein as a Representative or a Collateral
Agent, respectively, and hereby agree to all the terms and provisions of the Pari Passu Intercreditor Agreement applicable to them as
Representative, Collateral Agent and Additional First Lien Claimholders, respectively.


 


SECTION 2.     Each
of the New Representative and New Collateral Agent represent and warrant to each other Collateral Agent, each other Representative and
the other First Lien Claimholders, individually, that (i) it has full power and authority to enter into this Joinder Agreement,
in its capacity as [agent][trustee], (ii) this Joinder Agreement has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles
relating to enforceability, and (iii) the First Lien Documents relating to such Additional First Lien Debt provide that, upon the
New Representative’s and the New Collateral Agent’s entry into this Joinder Agreement, the Additional First Lien Claimholders
represented by them will be subject to and bound by the provisions of the Pari Passu Intercreditor Agreement.


 



    Exhibit A - Page 1


     


    




 


SECTION 3.     This
Joinder Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Joinder Agreement shall become effective when each Collateral Agent and Representative shall have
received a counterpart of this Joinder Agreement that bears the signatures of the New Representative and the New Collateral Agent. Delivery
of an executed signature page to this Joinder Agreement by facsimile transmission or other electronic means shall be effective as
delivery of a manually signed counterpart of this Joinder Agreement.


 


SECTION 4.     Except
as expressly supplemented hereby, the Pari Passu Intercreditor Agreement shall remain in full force and effect.


 


SECTION 5.     THIS
JOINDER AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT (WHETHER ARISING IN CONTRACT,
TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 6.     Any
provision of this Joinder Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the Pari Passu Intercreditor
Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable
provisions.


 


SECTION 7.     All
communications and notices hereunder shall be in writing and given as provided in Section 5.07 of the Pari Passu Intercreditor
Agreement. All communications and notices hereunder to the New Representative and the New Collateral Agent shall be given to them at
their respective addresses set forth below their signatures hereto.


 


SECTION 8.     Sections
5.08, 5.09 and 5.13 of the Pari Passu Intercreditor Agreement are hereby incorporated herein by reference.


 


[Remainder of this page intentionally left
blank]


 






    Exhibit A - Page 2


     


    

 


IN WITNESS WHEREOF, the New
Representative and New Collateral Agent have duly executed this Joinder Agreement to the Pari Passu Intercreditor Agreement as of the
day and year first above written.


 


	 	[NAME OF NEW REPRESENTATIVE], as
	 	[          ] for the holders of [                        ],
	 	 
	 	By:	                   
	 	 	Name:
	 	 	Title:
	 	 
	 	Address for notices:



 


	 	 
	 	 
	 	attention of:	 
	 	Telecopy:	 






	 	 
	 	[NAME OF NEW COLLATERAL AGENT], as
	 	[          ] for the holders of [                        ],
	 	 
	 	By:	                         
	 	 	Name:
	 	 	Title:
	 	 
	 	Address for notices:
	 	 






	 	 
	 	 
	 	attention of:	 
	 	Telecopy:	 






 



    Exhibit A - Page 3


     


    




 





	 	Receipt acknowledged by:
	 	 
	 	[JPMORGAN CHASE BANK, N.A.],
	 	as Initial First Lien Representative and Initial First Lien Collateral Agent
	 	 
	 	By:	                       
	 	 	Name:
	 	 	Title:
	 	 
	 	[                                             
     ],
	 	as Initial Other Representative
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[                                             
     ],
	 	as Initial Other Collateral Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[OTHERS AS NEEDED]






 



    Exhibit A - Page 4


     


    







 


Exhibit B
to

Pari Passu Intercreditor Agreement


 


[FORM OF]

DEBT DESIGNATION


 


Reference
is made to the Pari Passu Intercreditor Agreement dated as of [               ],
20[   ] (as amended, restated, supplemented or otherwise modified from time to time, the “Pari Passu Intercreditor
Agreement”) among [JPMORGAN CHASE BANK, N.A.], as Initial First Lien Representative and Initial First Lien Collateral Agent,
[            ], as Initial Other Representative, and [            ],
as Initial Other Collateral Agent, and the additional Representatives and Collateral Agents from time to time a party thereto, and acknowledged
and agreed to by HEALTHEQUITY, INC., a Delaware corporation (the “Company”), and the other Grantors signatory
thereto. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Pari Passu Intercreditor Agreement.
This Debt Designation is being executed and delivered in order to designate [additional Indebtedness and other related First Lien Obligations][Credit
Agreement Obligations] entitled to the benefit and subject to the terms of the Pari Passu Intercreditor Agreement.


 


The undersigned, the duly
appointed [specify title] of the Company hereby certifies on behalf of the Company that:


 


		(a)	[insert
                                            name of the Company or other Grantor] intends to incur Indebtedness in the initial aggregate
                                            [principal/committed amount] of [          ]
                                            pursuant to the following agreement: [describe [credit agreement, indenture or other agreement
                                            giving rise to Additional First Lien Debt][Replacement Credit Agreement (“New
                                            Agreement”)]] which will be [Other First Lien Obligations][Replacement
                                            Credit Agreement Obligations];



 


		(b)	(i) the
                                            name and address of the [Additional First Lien Representative for the Additional First Lien
                                            Debt and the related Other First Lien Obligations][Replacement Representative for the Replacement
                                            Credit Agreement] is:



 


	 	 	 
	 	 	 
	 	Telephone:	 	 
	 	Fax:	 	 	 






 


(ii) the name
and address of the Additional First Lien Collateral Agent for the Additional First Lien Debt and the Other First Lien Obligations or
Replacement Credit Agreement Obligations, as applicable, is:


 


	 	 	 
	 	 	 
	 	Telephone:	 	 
	 	Fax:	 	 	 






  






    Exhibit B - Page 1


     


    

 


[and]


 


		(a)	such
                                            Additional First Lien Debt and such Series of Other First Lien Obligations or Replacement
                                            Credit Agreement Obligations, as applicable, is permitted by each First Lien Document and
                                            the conditions set forth in Section 5.14 of the Pari Passu Intercreditor Agreement
                                            are satisfied with respect to such [Additional First Lien Debt and the Other First Lien Obligations
                                            or Replacement Credit Agreement Obligations, [insert for Replacement Credit Agreements
                                            only: ; and



 


		(b)	the
                                            New Agreement satisfies the requirements of a Replacement Credit Agreement and is hereby
                                            designated as a Replacement Credit Agreement].



 






    Exhibit B - Page 2


     


    

 


IN WITNESS WHEREOF, the Company
has caused this Debt Designation to be duly executed by the undersigned officer as of ___________________, 20____.


 


	 	HEALTHEQUITY, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 



    Exhibit B - Page 3


     


    




 


Exhibit C
to

Pari Passu Intercreditor Agreement


 


[FORM OF] JOINDER AGREEMENT – ADDITIONAL
GRANTOR


 


GRANTOR JOINDER AGREEMENT
NO. [ ] (this “Grantor Joinder Agreement”) dated as of [      ], 20[  ]
to the PARI PASSU INTERCREDITOR AGREEMENT dated as of [      ], 20[  ] (the “Pari
Passu Intercreditor Agreement”), among [JPMORGAN CHASE BANK, N.A.], as Initial First Lien Representative and as Initial
First Lien Collateral Agent, and the additional Representatives and Collateral Agents from time to time a party thereto, and acknowledged
and agreed to by HEALTHEQUITY, INC., a Delaware corporation (the “Company”), and certain subsidiaries
of the Company (each a “Grantor”).


 


Capitalized terms used herein
but not otherwise defined herein shall have the meanings assigned to such terms in the Pari Passu Intercreditor Agreement.


 


The undersigned, [______________],
a [________________], (the “New Grantor”) wishes to acknowledge and agree to the Pari Passu Intercreditor Agreement
and become a party thereto to the limited extent contemplated by Section 5.16 thereof and to acquire and undertake the rights
and obligations of a Grantor thereunder.


 


Accordingly, the New Grantor
agrees as follows for the benefit of the Representatives, the Collateral Agents and the First Lien Claimholders:


 


Section 1.     Accession
to the Pari Passu Intercreditor Agreement. The New Grantor (a) acknowledges and agrees to, and becomes a party to the Pari Passu
Intercreditor Agreement as a Grantor to the limited extent contemplated by Section 5.16 thereof, (b) agrees to all the
terms and provisions of the Pari Passu Intercreditor Agreement and (c) shall have all the rights and obligations of a Grantor under
the Pari Passu Intercreditor Agreement. This Grantor Joinder Agreement supplements the Pari Passu Intercreditor Agreement and is being
executed and delivered by the New Grantor pursuant to Section 5.18 of the Pari Passu Intercreditor Agreement.


 


Section 2.     Representations,
Warranties and Acknowledgement of the New Grantor. The New Grantor represents and warrants to each Representative, each Collateral
Agent and to the First Lien Claimholders that (a) it has full power and authority to enter into this Grantor Joinder Agreement,
in its capacity as Grantor and (b) this Grantor Joinder Agreement has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance with the terms of this Grantor Joinder Agreement.


 


Section 3.     Counterparts.
This Grantor Joinder Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart
of a signature page of this Grantor Joinder Agreement or any document or instrument delivered in connection herewith by telecopy
or other electronic means shall be effective as delivery of a manually executed counterpart of this Grantor Joinder Agreement or such
other document or instrument, as applicable.


 


Section 4.     Section Headings.
Section heading used in this Grantor Joinder Agreement are for convenience of reference only and are not to affect the construction
hereof or to be taken in consideration in the interpretation hereof.


 






    Exhibit C - Page 1


     


    

 


Section 5.     Benefit
of Agreement. The agreements set forth herein or undertaken pursuant hereto are for the benefit of, and may be enforced by, any party
to the Pari Passu Intercreditor Agreement subject to any limitations set forth in the Pari Passu Intercreditor Agreement with respect
to the Grantors.


 


Section 6.     GOVERNING
LAW. THIS GRANTOR JOINDER AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS GRANTOR JOINDER AGREEMENT
(WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.


 


Section 7.     Severability.
In case any one or more of the provisions contained in this Grantor Joinder Agreement should be held invalid, illegal or unenforceable
in any respect, none of the parties hereto shall be required to comply with such provision for so long as such provision is held to be
invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in
the Pari Passu Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions.


 


Section 8.     Notices.
All communications and notices hereunder shall be in writing and given as provided in Section 5.07 of the Pari Passu Intercreditor
Agreement. All communications and notices hereunder to the New Grantor shall be given to it at the address set forth under its signature
hereto, which information supplements Section 5.07 of the Pari Passu Intercreditor Agreement.


 


Section 9.     Section 5.13
of the Pari Passu Intercreditor Agreement is hereby incorporated herein by reference.


 


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    Exhibit C - Page 2


     


    

 


IN WITNESS WHEREOF, the New
Grantor has duly executed this Grantor Joinder Agreement to the Pari Passu Intercreditor Agreement as of the day and year first above
written.


 


	 	[            ]
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:






	 	 
	 	Address for notices:
	 	 
	 	 
	 	 
	 	attention of:	 
	 	Telecopy:	 






 



    Exhibit C - Page 3