Exhibit 10.22


 


Execution Version


 


 




CREDIT AGREEMENT



Dated as of July 14, 2021

  


among


 


THE HILLMAN GROUP, INC.,


as Borrower,


 


HILLMAN INVESTMENT COMPANY,


as Holdings,


 


THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders,


 


JEFFERIES
finance LLC,

as Administrative Agent


 


and


 


JEFFERIES FINANCE LLC and


bARCLAYS
BANK PLC,


as Joint Lead Arrangers and Joint Bookrunners







 


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	ARTICLE I DEFINITIONS	1




 


	Section 1.01.	Defined Terms	1
	Section 1.02.	Classification of Loans and Borrowings	72
	Section 1.03.	Terms Generally	73
	Section 1.04.	Accounting Terms; GAAP	74
	Section 1.05.	Effectuation of Transactions	75
	Section 1.06.	Timing of Payment of Performance	75
	Section 1.07.	Times of Day	75
	Section 1.08.	Currency Generally	75
	Section 1.09.	Cashless Rollovers	76
	Section 1.10.	Certain Conditions, Calculations and Tests	76
	Section 1.11.	Rounding	79
	Section 1.12.	Divisions	79




 


	ARTICLE II THE CREDITS	80




 


	Section 2.01.	Commitments	80
	Section 2.02.	Loans and Borrowings	80
	Section 2.03.	Requests for Borrowings	81
	Section 2.04.	[Reserved]	82
	Section 2.05.	[Reserved]	82
	Section 2.06.	[Reserved]	82
	Section 2.07.	Funding of Borrowings	82
	Section 2.08.	Type; Interest Elections	84
	Section 2.09.	Termination and Reduction of Commitments	85
	Section 2.10.	Repayment of Loans; Evidence of Debt	86
	Section 2.11.	Prepayment of Loans	87
	Section 2.12.	Fees	92
	Section 2.13.	Interest	93
	Section 2.14.	Benchmark Replacement Setting	94
	Section 2.15.	Increased Costs	96
	Section 2.16.	Break Funding Payments	97
	Section 2.17.	Taxes	97
	Section 2.18.	Payments Generally; Allocation of Proceeds; Sharing of Payments	102
	Section 2.19.	Mitigation Obligations; Replacement of Lenders	104
	Section 2.20.	Illegality	105
	Section 2.21.	Defaulting Lenders	105
	Section 2.22.	Incremental Credit Extensions	106
	Section 2.23.	Extensions of Loans and Additional Revolving Commitments	111




 






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	ARTICLE III REPRESENTATIONS AND WARRANTIES	113




 


	Section 3.01.	Organization; Powers	114
	Section 3.02.	Authorization; Enforceability	114
	Section 3.03.	Governmental Approvals; No Conflicts	114
	Section 3.04.	Financial Condition; No Material Adverse Effect	114
	Section 3.05.	Properties	115
	Section 3.06.	Litigation and Environmental Matters	115
	Section 3.07.	Compliance with Laws	115
	Section 3.08.	Investment Company Status	116
	Section 3.09.	Taxes	116
	Section 3.10.	ERISA	116
	Section 3.11.	Disclosure	116
	Section 3.12.	Solvency	116
	Section 3.13.	Capitalization and Subsidiaries	117
	Section 3.14.	Security Interest in Collateral	117
	Section 3.15.	Labor Disputes	117
	Section 3.16.	Federal Reserve Regulations	117
	Section 3.17.	Sanctions and Anti-Corruption Laws	117




 


	ARTICLE IV CONDITIONS	118




 


	Section 4.01.	Closing Date	118
	Section 4.02.	Each Initial Delayed Draw Term Loan Extension	122




 


	ARTICLE V AFFIRMATIVE COVENANTS	123




 


	Section 5.01.	Financial Statements and Other Reports	123
	Section 5.02.	Existence	127
	Section 5.03.	Payment of Taxes	127
	Section 5.04.	Maintenance of Properties	127
	Section 5.05.	Insurance	127
	Section 5.06.	Inspections	128
	Section 5.07.	Maintenance of Books and Records	128
	Section 5.08.	Compliance with Laws	128
	Section 5.09.	Compliance with Environmental Laws	129
	Section 5.10.	Designation of Subsidiaries	129
	Section 5.11.	Use of Proceeds	130
	Section 5.12.	Covenant to Guarantee Obligations and Give Security	130
	Section 5.13.	[Reserved]	131
	Section 5.14.	Further Assurances	131
	Section 5.15.	Ratings	132
	Section 5.16.	Post-Closing Matters	132




 





	ARTICLE VI NEGATIVE COVENANTS	132




 


	Section 6.01.	Indebtedness	132



 







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	Section 6.02.	Liens	138
	Section 6.03.	No Further Negative Pledges	143
	Section 6.04.	Restricted Payments; Certain Payments of Indebtedness	144
	Section 6.05.	Restrictions on Subsidiary Distributions	149
	Section 6.06.	Investments	150
	Section 6.07.	Fundamental Changes; Disposition of Assets	153
	Section 6.08.	[Reserved]	157
	Section 6.09.	Transactions with Affiliates	157
	Section 6.10.	Conduct of Business	159
	Section 6.11.	[Reserved]	159
	Section 6.12.	Amendments of or Waivers with Respect to Restricted Debt	159
	Section 6.13.	Fiscal Year	159
	Section 6.14.	Permitted Activities of Holdings	159




 


	ARTICLE VII EVENTS OF DEFAULT	161




 


	Section 7.01.	Events of Default	161




 


	ARTICLE VIII THE ADMINISTRATIVE AGENT	165




 


	ARTICLE IX MISCELLANEOUS	172




 


	Section 9.01.	Notices	172
	Section 9.02.	Waivers; Amendments	175
	Section 9.03.	Expenses; Indemnity	182
	Section 9.04.	Waiver of Claim	183
	Section 9.05.	Successors and Assigns	183
	Section 9.06.	Survival	192
	Section 9.07.	Counterparts; Integration; Effectiveness; Electronic Execution	193
	Section 9.08.	Severability	193
	Section 9.09.	Right of Setoff	194
	Section 9.10.	Governing Law; Jurisdiction; Consent to Service of Process	194
	Section 9.11.	Waiver of Jury Trial	195
	Section 9.12.	Headings	195
	Section 9.13.	Confidentiality	195
	Section 9.14.	No Fiduciary Duty	196
	Section 9.15.	Several Obligations	196
	Section 9.16.	USA PATRIOT Act	196
	Section 9.17.	Disclosure	196
	Section 9.18.	Appointment for Perfection	196
	Section 9.19.	Interest Rate Limitation	196
	Section 9.20.	Intercreditor Agreement	197
	Section 9.21.	Conflicts	197
	Section 9.22.	Release of Guarantors	197
	Section 9.23.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	198
	Section 9.24.	Lender Representation	198
	Section 9.25.	Acknowledgement Regarding Any Supported QFCs	199




 






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	SCHEDULES:	 	 
	Schedule 1.01(a)	–	Commitment Schedule
	Schedule 1.01(b)	–	Mortgages
	Schedule 3.05	–	Fee Owned Real Estate Assets
	Schedule 3.13	–	Subsidiaries
	Schedule 3.15	–	Labor Disputes
	Schedule 5.10	–	Unrestricted Subsidiaries
	Schedule 5.16	–	Post-Closing Matters
	Schedule 6.01	–	Existing Indebtedness
	Schedule 6.02	–	Existing Liens
	Schedule 6.06	–	Existing Investments
	Schedule 9.01	–	Borrower’s Website Address for Electronic Delivery
	EXHIBITS:	 	 
	Exhibit A-1	–	Form of Assignment and Assumption
	Exhibit A-2	–	Form of Affiliated Lender Assignment and Assumption
	Exhibit B	–	Form of Borrowing Request
	Exhibit C	–	Form of Compliance Certificate
	Exhibit D	–	Form of Interest Election Request
	Exhibit E	–	Form of Perfection Certificate
	Exhibit F	–	Form of Perfection Certificate Supplement
	Exhibit G	–	Form of Promissory Note
	Exhibit H	–	Form of Guaranty Agreement
	Exhibit I	–	Form of Pledge and Security Agreement
	Exhibit J-1	–	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit J-2	–	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit J-3	–	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit J-4	–	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
	Exhibit K	–	Form of Solvency Certificate
	Exhibit L	–	Form of ABL Intercreditor Agreement
	Exhibit M	–	Form of Pari Passu Intercreditor Agreement
	Exhibit N	–	Form of Junior Lien Intercreditor Agreement


 






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CREDIT AGREEMENT


 


CREDIT AGREEMENT, dated as of
July 14, 2021 (this “Agreement”), by and among The Hillman Group, Inc., a Delaware corporation (the “Borrower”),
Hillman Investment Company, a Delaware corporation (“Holdings”), the Lenders from time to time party hereto and Jefferies
Finance LLC (“Jefferies”), in its capacities as administrative agent and collateral agent (the “Administrative
Agent”), with Jefferies and Barclays Bank PLC (“Barclays”) as joint lead arrangers and joint bookrunners
(in such capacities, the “Arrangers” and each, an “Arranger”).


 


RECITALS


 


A.       Pursuant
to the Merger Agreement, Merger Sub will merge with and into HMAN (the “Merger”), with HMAN as the surviving corporation,
and as result of the Merger, Holdings and the Borrower will become indirect Subsidiaries of Landcadia Parent.


 


B.       In
connection with the consummation of the Merger, (i) Landcadia Parent will obtain equity financing proceeds in an aggregate amount
of $375.0 million pursuant to a private placement of its Class A common stock (the “PIPE Investment”) to the PIPE Investors,
(ii) Landcadia Parent will redeem its Class A common stock to the extent, if any, any of its shareholders have elected to redeem
their shares of such Class A common stock in connection with the Merger (the “Landcadia Stock Redemption”), and (iii) trust
cash held by Landcadia Parent from Landcadia Parent’s initial public offering remaining after the Landcadia Stock Redemption and
the proceeds of the PIPE Investment will be applied to consummate the Transactions, including the Trust Preferred Redemption, the payment
of certain Transaction Costs and the contribution directly or indirectly to the Borrower to be applied, together with the proceeds of
the Credit Facilities and any borrowings under the ABL Facility on the Closing Date, to effect the Refinancing.


 


C.       The
Borrower (i) has requested that the Lenders extend credit in the form of senior secured term loan credit facilities in an aggregate principal
amount of $1.035 billion comprised of (1) a $835.0 million term loan facility and (2) a $200.0 million delayed draw term loan facility,
and (ii) intends to obtain, together with its wholly-owned Canadian Subsidiary, an asset-based revolving credit facility under the ABL
Credit Agreement in an original aggregate principal amount equal to $250.0 million.


 


D.       The
Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, 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:


 


“ABL Agent”
means Barclays Bank PLC, in its capacity as administrative agent and collateral agent with respect to the ABL Facility as of the Closing
Date, or any successor or other administrative agent and collateral agent with respect to any ABL Facility.


 


“ABL Canadian Collateral”
means “Canadian Collateral” as defined in the ABL Credit Agreement.


 


“ABL Credit
Agreement” means that certain ABL Credit Agreement, dated as of May 31, 2018, and as amended and restated as of the
Closing Date, by and among Holdings, the Borrower, the other borrowers and guarantors party thereto, the lenders party thereto in
their capacities as lenders thereunder, the swingline lenders and letter of credit issuers party thereto in their capacities as such
and the ABL Agent and the other agents party thereto and any other credit agreement, indenture or similar agreement governing any
ABL Facility.


 






     


     


    

 


“ABL Facility”
means the credit facility governed by the ABL Credit Agreement and any Refinancing Indebtedness that refinances or replaces any part of
the loans, notes, guarantees, other credit facilities or commitments thereunder.


 


“ABL Intercreditor
Agreement” means (a) the ABL Intercreditor Agreement substantially in the form of Exhibit L hereto, dated as of May 31,
2018, and as amended and restated as of the Closing Date, by and among the Administrative Agent, the ABL Agent and the other parties thereto
from time to time and acknowledged by the Loan Parties, as amended, restated, amended and restated, supplemented or otherwise modified
from time to time; (b) an intercreditor agreement substantially in the form of the ABL Intercreditor Agreement as in effect on the Closing
Date with any material modifications which are reasonably acceptable to the Borrower and the Administrative Agent; and (c) if requested
by the Borrower, an intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the
sharing of Liens and Collateral proceeds on a Split Collateral Basis in the case of an asset based ABL Facility at the time the intercreditor
agreement is proposed to be established, so long as the terms of such intercreditor agreement are reasonably satisfactory to the Administrative
Agent and the Borrower; provided, that (i) if required by the Administrative Agent prior to agreeing that any form (or modification)
is reasonably acceptable to it, the form of any other intercreditor agreement shall be deemed acceptable to the Administrative Agent (and
the Lenders) if posted to the Lenders and not objected to by the Required Lenders within five (5) Business Days thereafter, and (ii) any
ABL Intercreditor Agreement shall be limited to terms governing the sharing of Liens and the relative rights and obligations of the secured
parties regarding Collateral and the proceeds thereof and shall not restrict or limit any Indebtedness or the terms and conditions thereof
(including any amendments and refinancings) to the extent such Indebtedness would otherwise be permitted by the Loan Documents.


 


“ABL Loans”
means revolving loans under any ABL Facility.


 


“ABL US Priority Collateral”
means ABL Priority Collateral (as defined in the ABL Intercreditor Agreement) of the U.S. Loan Parties.


 


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


 


“ABR Loan”
means a Loan bearing interest at a rate determined by reference to the Alternate Base Rate.


 


“Acceptable
Intercreditor Agreement” means (a) in the case of Indebtedness that is secured by a Lien on the Collateral on a senior
basis pari passu with the First Priority Secured Obligations (and any Class of Term Loans secured on senior “first
lien” basis), (i) a Pari Passu Intercreditor Agreement, (ii) an intercreditor agreement substantially in the form of the Pari
Passu Intercreditor Agreement with any material modifications which are reasonably acceptable to the Borrower and the Administrative
Agent, or (iii) if requested by the Borrower, an intercreditor agreement the terms of which are consistent with market terms
governing security arrangements for the sharing of Liens and Collateral proceeds on a pari passu basis at the time the
intercreditor agreement is proposed to be established in light of the type of Indebtedness subject thereto, so long as the terms of
such intercreditor agreement are reasonably satisfactory to the Administrative Agent and the Borrower; (b) in the case of
Indebtedness that is secured by a Lien on the Collateral on a junior basis with respect to the Initial Term Loans (and any Class of
Term Loans secured on senior “first lien” basis), (i) a Junior Lien Intercreditor Agreement, (ii) an intercreditor
agreement substantially in the form of the Junior Lien Intercreditor Agreement with any material modifications which are reasonably
acceptable to the Borrower and the Administrative Agent, or (iii) if requested by the Borrower, an intercreditor agreement the terms
of which are consistent with market terms governing security arrangements for the sharing of Liens and Collateral proceeds on a
junior secured basis at the time the intercreditor agreement is proposed to be established in light of the type of Indebtedness
subject thereto, so long as the terms of such intercreditor agreement are reasonably satisfactory to the Administrative Agent and
the Borrower; (c) to the extent the ABL Facility is outstanding, any ABL Intercreditor Agreement (or an Acceptable
Intercreditor Agreement under clause (a) above in the case of any ABL Facility secured by the Collateral on a senior pari
passu basis with the First Priority Secured Obligations (and not a Split Collateral Basis)); and (d) any Additional Agreement
the terms of which are consistent with market terms governing, as applicable, security arrangements for the sharing of Liens and
Collateral proceeds and/or payment subordination provisions, in each case on a basis applicable to the specified intercreditor
arrangement at the time the intercreditor or subordination agreement, as applicable, is proposed to be established in light of the
type of Indebtedness subject thereto, so long as the terms of such intercreditor or subordination agreement, as applicable, are
reasonably satisfactory to the Administrative Agent and the Borrower; provided, that (A) if required by the Administrative
Agent prior to agreeing that any form (or modification) is reasonably acceptable to it, the form of any other intercreditor
agreement shall be deemed acceptable to the Administrative Agent (and the Lenders) if posted to the Lenders and not objected to by
the Required Lenders within five (5) Business Days thereafter, and (B) any Acceptable Intercreditor Agreement shall be limited to
terms governing the sharing of Liens and the relative rights and obligations of the secured parties regarding Collateral and the
proceeds thereof and shall not restrict or limit any Indebtedness or the terms and conditions thereof (including any amendments and
refinancings) to the extent such Indebtedness would otherwise be permitted by the Loan Documents.


 






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“ACH” means
automated clearing house transfers.


 


“Additional Agreement”
has the meaning assigned to such term in Article VIII.


 


“Additional Commitments”
means any commitments hereunder added pursuant to Sections 2.22, 2.23 or 9.02(c).


 


“Additional Lender”
has the meaning assigned to such term in Section 2.22(b).


 


“Additional Loans”
means any Additional Revolving Loans and any Additional Term Loans.


 


“Additional Revolving
Commitments” means any revolving credit commitment added pursuant to Sections 2.22, 2.23 or 9.02(c)(ii).


 


“Additional Revolving
Facility” means any revolving credit facility added pursuant to Sections 2.22, 2.23 or 9.02(c)(ii).


 


“Additional Revolving
Loans” means any revolving loan made hereunder pursuant to any Additional Revolving Commitments.


 


“Additional Term Commitments”
means any term commitment added pursuant to Sections 2.22, 2.23 or 9.02(c)(i).


 


“Additional Term Facility”
means any term loan facility added pursuant to Sections 2.22, 2.23 or 9.02(c)(i).


 






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“Additional Term Loans”
means any term loan added pursuant to Sections 2.22, 2.23 or 9.02(c)(i).


 


“Administrative Agent”
has the meaning assigned to such term in the preamble to this Agreement.


 


“Administrative Questionnaire”
has the meaning assigned to such term in Section 2.22(d).


 


“Adverse Proceeding”
means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether
or not purportedly on behalf of Holdings, the Borrower or any of their respective Restricted Subsidiaries) at law or in equity, or before
or by any Governmental Authority, domestic or foreign (including any Environmental Claim), whether pending or, to the knowledge of Holdings,
the Borrower or any of their respective Restricted Subsidiaries, threatened in writing, against or affecting Holdings, the Borrower or
any of their respective Restricted Subsidiaries or any property of Holdings, the Borrower or any of their respective Restricted Subsidiaries.


 


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


 


“Affiliate”
means, as applied to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that
Person. No Person shall be an “Affiliate” of Holdings or any subsidiary thereof solely because it is an unrelated portfolio
company of the Sponsor and none of the Administrative Agent, any Arranger, any Lender (other than any Affiliated Lender or any Debt Fund
Affiliate) or any of their respective Affiliates shall be considered an Affiliate of Holdings or any subsidiary thereof. For purposes
of this Agreement and the other Loan Documents, (a) Jefferies LLC and its Affiliates shall be deemed to be Affiliates of Jefferies Finance
LLC and its Affiliates and (b) Jefferies Finance LLC, Jefferies Financial Group Inc., Jefferies LLC and their respective Affiliates shall
be deemed to not be Affiliates of any Loan Party.


 


“Affiliated Lender”
means any Non-Debt Fund Affiliate, Holdings, the Borrower and/or any subsidiary of Holdings.


 


“Affiliated Lender
Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Affiliated Lender (with the consent
of any party whose consent is required by Section 9.05) and accepted by the Administrative Agent in the form of Exhibit A-2
or any other form approved by the Administrative Agent and the Borrower.


 


“Affiliated Lender
Cap” has the meaning assigned to such term in Section 9.05(h)(iv).


 


“Agreement”
has the meaning assigned to such term in the preamble to this Credit Agreement.


 


“AHYDO” means
 “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code.


 


“All-In
Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, original issue
discount, upfront fees, a LIBO Rate or Alternate Base Rate floor, or otherwise, in each case, incurred or payable directly by the
Borrower ratably to all lenders of such Indebtedness; provided that (a) original issue discount and upfront fees shall be
equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence
of the applicable indebtedness), (b) “All-In Yield” shall not include arrangement fees, structuring fees, commitment
fees, underwriting fees, placement fees, success fees, advisory fees, ticking and unused line fees, consent or amendment fees and
any similar fees (regardless of whether shared or paid, in whole or in part, with or to any or all lenders) and any other fees not
generally paid ratably to all lenders of such Indebtedness, and (c) if any Incremental Term Facility includes an Alternate Base Rate
or LIBO Rate floor that is greater than the Alternate Base Rate or LIBO Rate floor applicable to the Initial Term Loans, such
differential between interest rate floors shall be included in the calculation of All-In Yield, but only to the extent an increase
in the Alternate Base Rate or LIBO Rate floor applicable to the Initial Term Loans would cause an increase in the interest rate then
in effect thereunder, and in such case the Alternate Base Rate or LIBO Rate floors (but not the applicable rate, unless otherwise
elected by the Borrower) applicable to the Initial Term Loans shall be increased to the extent of such differential between interest
rate floors.


 






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“Alternate Base Rate”
means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Effective Rate in effect on such day plus
0.50%, (b) to the extent ascertainable, the Published LIBO Rate (which rate shall be calculated based upon an Interest Period of one (1)
month and shall be determined on a daily basis) plus 1.00%, (c) the Prime Rate and (d) 0.00% per annum. Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Published LIBO Rate, as the case may be,
shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Published
LIBO Rate, as the case may be.


 


“Applicable Initial
Delayed Draw Term Loan Percentage” means, with respect to any Initial Delayed Draw Term Lender of any Class, a percentage equal
to a fraction the numerator of which is the aggregate principal amount of the unused (i.e. undrawn) Initial Delayed Draw Term Loan Commitments
of such Initial Delayed Draw Term Lender under the applicable Class and the denominator of which is the aggregate principal amount of
all unused (i.e. undrawn) Initial Delayed Draw Term Loan Commitments of all Initial Delayed Draw Term Lenders under the applicable Class.


 


“Applicable Percentage”
means, with respect to any Term Lender for any Class, a percentage equal to a fraction (i) the numerator of which is the aggregate outstanding
principal amount of the Term Loans, unused Additional Term Commitments of such Term Lender for such Class and unused Initial Delayed Draw
Term Loan Commitments of such Term Lender for such Class and (ii) the denominator of which is the aggregate outstanding principal amount
of the Term Loans and unused Additional Term Commitments of all Term Lenders for such Class and the unused Initial Delayed Draw Term Loan
Commitments for all Term Lenders for such Class; provided that for purposes of Section 2.21 and otherwise herein (except
with respect to Section 2.11(a)(ii)), when there is a Defaulting Lender, any such Defaulting Lender’s Commitment shall be
disregarded in the relevant calculations.


 


“Applicable Price”
has the meaning assigned to such term in the definition of “Dutch Auction”.


 


“Applicable Rate”
means, for any day, a percentage per annum equal to, with respect to any Initial Loans (i) until delivery of the Compliance Certificate
for the first full fiscal quarter ending after the Closing Date pursuant to Section 5.01(c), (A) 2.75% for LIBO Rate Loans
and (B) 1.75% for ABR Loans and (ii) thereafter, the following percentages per annum, based upon the First Lien Leverage Ratio as specified
in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 5.01(c):


 






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    Pricing Level

    
	
    First Lien

    Leverage Ratio

    
	
    LIBO Rate

    Loans

    
	
    ABR

    Loans

    

	1	> 3.00:1.00	2.75%	1.75%
	2	< 3.00:1.00	2.50%	1.50%


 


Furthermore, any increase or
decrease in the Applicable Rate resulting from a change in the First Lien Leverage Ratio shall become effective as of the first Business
Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.01(c); provided that,
at the option of the Required Facility Lenders under any Credit Facility, “Pricing Level 1” (as set forth above) shall apply
for such Credit Facility as of (x) the first Business Day after the date on which a Compliance Certificate was required to have been delivered
but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and
thereafter the pricing level otherwise determined in accordance with this definition shall apply) or (y) the first Business Day after
an Event of Default under Section 7.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding
the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this
definition shall apply); provided, further, that “Pricing Level 1” (as set forth above) shall apply automatically
as of the first Business Day after an Event of Default under Section 7.01(f) or (g) (with respect to the Borrower)
shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured
or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).


 


“Approved Fund”
means, with respect to any Lender, any Person (other than a natural person or a Disqualified Institution) that is engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities and is administered,
advised or managed by (a) such Lender, (b) any Affiliate of such Lender or (c) any entity or any Affiliate of any entity that administers,
advises or manages such Lender.


 


“Arrangers”
has the meaning assigned to such term in the preamble to this Agreement.


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by
Section 9.05), and accepted by the Administrative Agent in the form of Exhibit A-1 or any other form approved
by the Administrative Agent and the Borrower.


 


“Auction”
has the meaning assigned to such term in the definition of “Dutch Auction”.


 


“Auction Agent”
means (a) the Administrative Agent or any of its Affiliates to the extent the Administrative Agent or such Affiliate has agreed to act
in such capacity or (b) any other financial institution or advisor engaged by the Borrower (whether or not an Affiliate of the Administrative
Agent) to act as an arranger in connection with any Auction pursuant to the definition of “Dutch Auction”.


 


“Auction Amount”
has the meaning assigned to such term in the definition of “Dutch Auction”.


 


“Auction Notice”
has the meaning assigned to such term in the definition of “Dutch Auction”.


 


“Auction Party”
has the meaning set forth in the definition of “Dutch Auction”.


 






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“Auction Response Date”
has the meaning assigned to such term in the definition of “Dutch Auction”.


 


“Available Amount”
means, at any time, an amount equal to, without duplication:


 


(a)       the
sum of:


 


(i)          the
greater of $90.0 million and 35.0% of Consolidated Adjusted EBITDA plus


 


(ii)         the
Retained Excess Cash Flow Amount; plus


 


(iii)       the
amount of any Cash and Cash Equivalents (including from the proceeds of any property or assets (including Capital Stock)) and the Fair
Market Value of property or assets contributed to the Borrower or any of its Restricted Subsidiaries by any Parent Company or received
by the Borrower or any of its Restricted Subsidiaries in return for any issuance of Qualified Capital Stock to any Parent Company (but
excluding any amounts (w) constituting a “Cure Amount” (as defined in the ABL Credit Agreement) or similar term with respect
to an equity cure of a financial covenant default, (x) received from the Borrower or any Restricted Subsidiary, (y) the proceeds of equity
used to incur Contribution Indebtedness, or (z) consisting of the proceeds of any loan or advance made pursuant to Section 6.06(h)(ii)),
in each case, during the period from and including the day immediately following the Closing Date through and including such time; plus


 


(iv)       the
aggregate principal amount of any Indebtedness or Disqualified Capital Stock, in each case, of the Borrower or any Restricted Subsidiary
(other than Indebtedness or such Disqualified Capital Stock issued to the Borrower or any Restricted Subsidiary), which has been directly
or indirectly converted into or exchanged for Qualified Capital Stock of the Borrower, any Restricted Subsidiary or any Parent Company
(or contributed to the Borrower, any Restricted Subsidiary or any Parent Company and cancelled), together with the Fair Market Value of
any Cash Equivalents and the Fair Market Value of any property or assets received by the Borrower or such Restricted Subsidiary upon such
exchange, conversion or contribution, in each case, during the period from and including the day immediately following the Closing Date
through and including such time; plus


 


(v)       the
net proceeds received by the Borrower or any Restricted Subsidiary during the period from and including the day immediately following
the Closing Date through and including such time in connection with the Disposition to any Person (other than the Borrower or any Restricted
Subsidiary) of any acquisition or Investment made in reliance on amounts available under Section 6.06(r); plus


 


(vi)       the
aggregate proceeds received by the Borrower or any Restricted Subsidiary during the period from and including the day immediately following
the Closing Date through and including such time in connection with returns, profits, distributions and similar amounts received in Cash,
Cash Equivalents and/or the Fair Market Value of any property or assets, including cash principal repayments and interest payments of
loans, in each case, received in respect of any Investment made after the Closing Date in reliance on amounts available under Section
6.06(r); plus


 






    -7- 


     


    

 


(vii)       an
amount equal to the sum of (A) the amount of any Investments by the Borrower or any Restricted Subsidiary in reliance on amounts available
under Section 6.06(r) in any Unrestricted Subsidiary (in an amount not to exceed the aggregate amount of Investments in such
Unrestricted Subsidiary) that has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or
into, or is liquidated, wound up or dissolved into, the Borrower or any Restricted Subsidiary, (B) the amount of Cash, Cash Equivalents
and the Fair Market Value of the property or assets of any Unrestricted Subsidiary that have been transferred, conveyed or otherwise distributed
to the Borrower or any Restricted Subsidiary, in each case, during the period from and including the day immediately following the Closing
Date through and including such time and (C) the net proceeds received by the Borrower or any Restricted Subsidiary during the period
from and including the day immediately following the Closing Date through and including such time in connection with the sale, transfer
or other disposition (other than to Holdings, the Borrower or any Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary
that was previously a Restricted Subsidiary and designated as an Unrestricted Subsidiary to the extent such proceeds have not otherwise
increased any other Restricted Payment basket under Section 6.04(a); plus


 


(viii)       the
amount of any Declined Proceeds; minus


 


(b)       an
amount equal to the sum of (i) Restricted Payments made pursuant to Section 6.04(a)(iii), plus (ii) Restricted Debt
Payments made pursuant to Section 6.04(b)(vi), plus (iii) Investments made pursuant to Section 6.06(r), in each
case, after the Closing Date and prior to such time or contemporaneously therewith.


 


“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
payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length
of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark
that is then-removed from the definition of “Interest Period” pursuant to Section 2.14(d).


 


“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).


 


“Banking
Services” means each and any of the following bank services provided to Holdings, the Borrower or any Restricted
Subsidiary (a) under any arrangement that is in effect on the Closing Date between Holdings, the Borrower or any Restricted
Subsidiary and a counterparty that is (or is an Affiliate of) the Administrative Agent, any Lender or an Arranger as of the Closing
Date, (b) under any arrangement that is entered into after the Closing Date by Holdings, the Borrower or any Restricted Subsidiary
with any counterparty that is (or is an Affiliate of) the Administrative Agent, any Lender or an Arranger at the time such
arrangement is entered into or (c) by any other Person that is designated by the Borrower in writing to the Administrative Agent as
a Banking Services counterparty and who is reasonably acceptable to the Administrative Agent: commercial credit cards, stored value
cards, purchasing cards, treasury management services, netting services, overdraft protections, check drawing services, automated
payment services (including depository, overdraft, controlled disbursement, ACH transactions, return items and interstate depository
network services), employee credit card programs, cash pooling services and any arrangements or services similar to any of the
foregoing and/or otherwise in connection with Cash management and Deposit Accounts.


 






    -8- 


     


    

 


“Banking Services Obligations”
means any and all obligations of Holdings, the Borrower or any Restricted Subsidiary, whether absolute or contingent and however and whenever
created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), in
connection with Banking Services, in each case, that has been designated to the Administrative Agent in writing by the Borrower as being
Banking Services Obligations for the purposes of the Loan Documents, it being understood that each counterparty thereto shall be deemed
(A) to appoint the Administrative Agent as its non-fiduciary agent under the applicable Loan Documents and (B) to agree to be bound by
the provisions of Article VIII, Section 9.03, Section 9.10, Section 9.11 and the Intercreditor Agreement (and any
other applicable Acceptable Intercreditor Agreement) as if it were a Lender.


 


“Bankruptcy Code”
means Title 11 of the United States Code (11 U.S.C. § 101 et seq.).


 


“Barclays”
has the meaning assigned to such term in the preamble to this Agreement.


 


“Benchmark”
means, initially, USD LIBOR; provided, that if a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election,
as applicable, and its related Benchmark Replacement Date have occurred with respect to USD LIBOR 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 Section 2.14(a).


 


“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:


 


(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;


 


(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) the then-prevailing
market convention or any evolving market convention that the Administrative Agent and the Borrower reasonably expect to become the prevailing
market convention for determining a benchmark rate as a replacement for the then-current Benchmark for U.S. dollar-denominated broadly
syndicated credit facilities at such time 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 and in consultation with the Borrower;
provided further, that, notwithstanding anything to the contrary in this Agreement or in any other Loan Document, (i) 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 as set forth in clause (1) of this definition
(subject to the proviso above), and (ii) if the then-prevailing market convention or any evolving market convention that the Administrative
Agent and the Borrower reasonably expect to become the prevailing market convention for determining a benchmark rate as a replacement
for the then-current Benchmark for U.S. dollar-denominated broadly syndicated credit facilities is not Term SOFR (as contemplated by
clause (1) above) or Daily Simple SOFR (as contemplated by clause (2) above), at the request of the Borrower in consultation
with the Administrative Agent, the Benchmark Replacement may be determined pursuant to clause (c) above. If the Benchmark Replacement
as determined pursuant to clause (1), (2) or (3) above would be less than 0.00%, the Benchmark Replacement will
be deemed to be 0.00% for the purposes of this Agreement and the other Loan Documents.


 






    -9- 


     


    

 


“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 or (ii) the then-prevailing
market convention or any evolving market convention that the Administrative Agent and the Borrower reasonably expect to become the prevailing
market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities;


 


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 and in consultation with the Borrower.


 






    -10- 


     


    

 



 


“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, and the Borrower reasonably agrees, are appropriate to reflect the adoption
and implementation of such Benchmark Replacement that permit the administration thereof by the Administrative Agent in a manner substantially
consistent with the prevailing market practice for U.S. dollar denominated broadly syndicated credit facilities (or, if the Administrative
Agent decides in its reasonable discretion that adoption of any portion of such market practice is not administratively feasible or if
the Administrative Agent decides, and the Borrower reasonably agrees, that no market practice for the administration of such Benchmark
Replacement exists, in such other manner of administration as the Administrative Agent and the Borrower reasonably agree is reasonably
necessary in connection with the administration of this Agreement and the other Loan Documents).


 


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


 


(1)              in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a)
the date of the public statement or publication of information referenced therein (subject to the proviso 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 date of the public statement or publication
of information referenced therein;


 


(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, the sixth (6th) Business Day after the date notice of such Early Opt-in Election 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 is provided to the Lenders, written notice of objection to such Early Opt-in Election
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).


 


“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to the 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);


 



    - 11 - 


     


    




 


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


 


(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
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 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 the 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 the 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 individual beneficial ownership solely to the extent expressly required by the
Beneficial Ownership Regulation.


 


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


 


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


 


“Board” means
the Board of Governors of the Federal Reserve System of the U.S.


 


“Borrower”
has the meaning assigned to such term in the preamble of this Agreement.


 


“Borrower Materials”
has the meaning assigned to such term in Section 9.01(d).


 



    - 12 - 


     


    




 


“Borrowing”
means any Loans of the same Type and Class made, converted or continued on the same date and, in the case of LIBO Rate Loans, as to which
a single Interest Period is in effect.


 


“Borrowing Request”
means a request by the Borrower for a Borrowing in accordance with Section 2.03 and substantially in the form attached hereto
as Exhibit B or such other form that is reasonably acceptable to the Administrative Agent and the Borrower (including any
form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed
and signed by a Responsible Officer of the Borrower.


 


“Business Day”
means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized or required
by law to remain closed; provided that when used in connection with a LIBO Rate 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.


 


“Calculation Period”
means, with respect to Excess Cash Flow, each annual period consisting of a Fiscal Year of the Borrower.


 


“Canadian Restricted
Subsidiary” means any direct or indirect Restricted Subsidiary of the Borrower that is incorporated or organized under the laws
of Canada or any province or territory thereof.


 


“Capital Lease”
means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity
with GAAP, is or should be accounted for as a capital lease or finance lease on the balance sheet of that Person (but excluding any operating
or non-finance lease regardless of whether the obligations thereunder are included as a liability on the balance sheet of such Person).


 


“Capital Stock”
means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and
all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and
any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding for
the avoidance of doubt any Indebtedness convertible into or exchangeable for any of the foregoing.


 


“Captive Insurance
Subsidiary” means any Restricted Subsidiary of the Borrower that is maintained as a self-insurance subsidiary and is subject
to regulation as an insurance company (and any Restricted Subsidiary thereof).


 


“Cash” means
money, currency or a credit balance in any Deposit Account.


 


“Cash
Equivalents” means, as at any date of determination, (a) readily marketable securities (i) issued or directly and
unconditionally guaranteed or insured as to interest and principal by the U.S. government or (ii) issued by any agency or
instrumentality of the U.S., the obligations of which are backed by the full faith and credit of the U.S., in each case maturing
within one (1) year after such date and, in each case, repurchase agreements and reverse repurchase agreements relating thereto; (b)
readily marketable direct obligations issued by any state of the U.S. or any political subdivision of any such state or any public
instrumentality thereof or by any foreign government, in each case maturing within one (1) year after such date and having, at the
time of the acquisition thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s (or, if at any time
neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized
statistical rating agency) and, in each case, repurchase agreements and reverse repurchase agreements relating thereto; (c)
commercial paper maturing no more than one (1) year from the date of creation thereof and having, at the time of the acquisition
thereof, a rating of at least A-2 from S&P or at least P-2 from Moody’s (or, if at any time neither S&P nor
Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency);
(d) deposits, money market deposits, time deposit accounts, certificates of deposit or bankers’ acceptances (or similar
instruments) maturing within one (1) year after such date and issued or accepted by any Lender or by any bank organized under, or
authorized to operate as a bank under, the laws of the U.S., any state thereof or the District of Columbia or any political
subdivision thereof and that has capital and surplus of not less than $100,000,000 and, in each case, repurchase agreements and
reverse repurchase agreements relating thereto; (e) shares of any money market mutual fund that has (i) substantially all of its
assets invested in the types of investments referred to in clauses (a) through (d) above, (ii) net assets of not less
than $250,000,000 and (iii) a rating of at least A-2 from S&P or at least P-2 from Moody’s and (f) solely with
respect to any Captive Insurance Subsidiary, any investment such Captive Insurance Subsidiary is not prohibited to make in
accordance with applicable law.


 






    - 13 - 


     


    

 


Cash Equivalents shall also
include (x) Investments of the type and maturity described in clauses (a) through (f) above of foreign obligors, which Investments
or obligors (or the parent companies thereof) have the ratings described in such clauses or equivalent ratings from comparable foreign
rating agencies and (y) other short-term Investments utilized by Foreign Subsidiaries in accordance with normal investment practices for
cash management in Investments analogous to the Investments described in clauses (a) through (f) and in this paragraph.


 


“Change in Law”
means (a) the adoption of any law, treaty, rule or regulation after the Closing Date, (b) any change in any law, treaty, rule or regulation
or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender (or,
for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing
Date (other than any such request, guideline or directive to comply with any law, rule or regulation that was in effect on the Closing
Date). For purposes of this definition and Section 2.15, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act
and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof
and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or U.S. or foreign regulatory authorities, in each case pursuant to Basel
III, shall in each case described in clauses (a), (b) and (c) above, be deemed to be a Change in Law, regardless
of the date enacted, adopted, issued or implemented.


 


“Change of Control”
means the earliest to occur of:


 


(a)       [reserved];


 


(b)       the
acquisition, directly or indirectly, by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act), including any group acting for the purpose of acquiring, holding or disposing of Securities (within the meaning of Rule 13d-5(b)(1)
under the Exchange Act, but excluding (i) any employee benefit plan and/or Person acting as the trustee, agent or other fiduciary or administrator
therefor, (ii) one or more Permitted Holders, (iii) any group directly or indirectly controlled by one or more Permitted Holders, and
(iv) any underwriter in connection with the initial public offering of the Capital Stock of Landcadia Parent solely for the purposes of
facilitating the distribution of such Capital Stock and the “sponsors” of Landcadia Parent), of Capital Stock representing
more than the greater of (A) 40% of the total voting power of all of the outstanding voting stock of Holdings and (B) the percentage of
the total voting power of all of the outstanding voting stock of Holdings beneficially owned, directly or indirectly, by the Permitted
Holders; and


 






    - 14 - 


     


    

 


(c)       the
Borrower ceasing to be a direct or indirect Wholly-Owned Subsidiary of Holdings (or any permitted successor hereunder);


 


provided that (x) a “Change
of Control” shall not be deemed to have occurred with respect to clause (b) above if the Permitted Holders have, at
such time, the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors
or similar governing body of Holdings, and (y) the creation of a Parent Company shall not in and of itself cause a Change of Control so
long as at the time such Person became a Parent Company, (1) there is no change in the direct or indirect beneficial ownership of the
total voting power of all of the outstanding voting stock of Holdings by the Permitted Holders or (2) no Person and no group (within the
meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including any such group acting for the purpose of acquiring, holding
or disposing of Securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (other than one or more Permitted Holders or
any group directly or indirectly controlled by one or more Permitted Holders), shall have beneficial ownership (within the meaning of
Rule 13d-3 under the Exchange Act, or any successor provisions), directly or indirectly, of 40% or more, in the case of clause (b)
above, of the total voting power of all of the outstanding voting stock of Holdings.


 


“Charge”
means any charge, fee, loss, expense, cost, accrual or reserve of any kind.


 


“Charged Amounts”
has the meaning assigned to such term in Section 9.19.


 


“Class”,
when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Initial
Loans, Initial Term Loans, Initial Delayed Draw Term Loans, Additional Term Loans of any series established as a separate “Class”
pursuant to Section 2.22, 2.23 or 9.02(c)(i), or Additional Revolving Loans of any series established as a separate
 “class” pursuant to Section 2.22, 2.23 or 9.02(c)(ii), (b) any Commitment, refers to whether such Commitment
is an Initial Term Loan Commitment, an Initial Delayed Draw Term Loan Commitment an Additional Term Commitment of any series established
as a separate “Class” pursuant to Section 2.22, 2.23 or 9.02(c)(i), an Additional Revolving Commitment
of any series established as a separate “Class” pursuant to Section 2.22, 2.23 or 9.02(c)(ii) or a commitment
to make any other Commitments under any other Credit Facilities established as a separate “Class” and (c) any Lender, refers
to whether such Lender has a Loan or Commitment of a particular Class. The Initial Term Loans and the Initial Delayed Draw Term Loans
are intended to be treated as a single Class for all purposes under this Agreement (except as provided in Section 2.10 or as otherwise
expressly provided in this Agreement). For purposes of this definition, any separate series or tranche shall be treated as a separate
 “Class” regardless of whether such series or tranche is specifically as a separate “Class”.


 


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


 


“Closing Date Material
Adverse Effect” means a Company Material Adverse Effect (as defined in the Merger Agreement (as in effect on the Closing Date)).


 


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


 


“Co-Investors”
means, individually and collectively, (a) any current and former officers, directors and members of the management of the Borrower,
any Parent Company and/or any subsidiary of the Borrower, solely to the extent that such Persons own Capital Stock in the Borrower
or any direct or indirect parent thereof on the Closing Date, (b) OCHP III HC RO, L.P., Oak Hill Capital Partners III, L.P. and Oak
Hill Capital Management Partners III, L.P., together with, in the case of this clause (b), their respective Affiliates
(but not portfolio companies) and solely to the extent that such Persons or such Affiliates own Capital Stock in the Borrower or any
direct or indirect parent thereof on the Closing Date, and (c) any other Person (other than the Sponsor) making a cash equity
investment directly or indirectly in any Parent Company on or prior to the Closing Date, including the PIPE Investors.


 






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“Collateral”
means any and all property of any Loan Party subject (or purported to be subject) to a Lien under any Collateral Document and any and
all other property of any Loan Party, now existing or hereafter acquired, that is or becomes subject (or purported to be subject) to a
Lien pursuant to any Collateral Document to secure the Secured Obligations.


 


“Collateral and Guarantee
Requirement” means, at any time, subject to (x) the applicable limitations set forth in this Agreement and/or any other Loan
Document and (y) the time periods (and extensions thereof) set forth in Section 5.12, the requirement that:


 


(a)        the
Administrative Agent shall have received in the case of any Restricted Subsidiary that is required to become a Loan Party after the Closing
Date pursuant to Section 5.12 (including by any Domestic Subsidiary ceasing to be an Excluded Subsidiary), and each Discretionary
Guarantor:


 


(i)         (A)
a joinder to the Loan Guaranty in substantially the form attached as an exhibit thereto, (B) a supplement to the Security Agreement in
substantially the form attached as an exhibit thereto, (C) if such Restricted Subsidiary owns registrations of or applications for U.S.
Patents, Trademarks and/or Copyrights that constitute Collateral, an Intellectual Property Security Agreement, (D) a completed Perfection
Certificate, (E) UCC or the equivalent financing statements in appropriate form for filing in such jurisdictions as the Administrative
Agent may reasonably request, and (F) an executed joinder to the Intercreditor Agreement (and any other applicable Acceptable Intercreditor
Agreement) in substantially the form attached as an exhibit thereto; and


 


(ii)        each
item of Collateral that such Restricted Subsidiary is required to deliver under Section 4.02 of the Security Agreement or
under any other Collateral Document required to be entered into pursuant to paragraph (i) above (which, in each case, for the avoidance
of doubt, shall be delivered within the time periods (and extensions thereof) set forth in Section 5.12 and shall exclude Excluded
Assets);


 


(b)       the
Administrative Agent shall have received with respect to any Material Real Estate Asset owned as of or acquired after the Closing Date,
a Mortgage and any necessary UCC, or equivalent fixture filing in respect thereof, in each case together with, to the extent required
by Requirements of Law or customary and appropriate (as reasonably determined by the Administrative Agent and the Borrower):


 


(i)         evidence
that (A) all counterparts of such Mortgage have been duly executed, acknowledged and delivered and such Mortgage and any corresponding
UCC or equivalent fixture filing are in form suitable for filing or recording in all filing or recording offices that the Administrative
Agent may deem reasonably necessary in order to create and perfect a valid and subsisting mortgage lien on such Material Real Estate Asset
in favor of the Administrative Agent for the benefit of the Secured Parties, (B) such Mortgage and any corresponding UCC or equivalent
fixture filings have been duly recorded or filed, as applicable, and (C) all filing and recording taxes and fees have been paid or otherwise
provided for in a manner reasonably satisfactory to the Administrative Agent;


 



    - 16 - 


     


    




 


(ii)        one
or more fully paid policies of title insurance (the “Mortgage Policies”) in an amount reasonably acceptable to the
Administrative Agent (not to exceed the Fair Market Value of the Material Real Estate Asset covered thereby) issued by a nationally recognized
title insurance company in the applicable jurisdiction that is reasonably acceptable to the Administrative Agent, insuring the relevant
Mortgage as having created a valid subsisting mortgage lien on the real property described therein with the ranking or the priority which
it is expressed to have in such Mortgage, subject only to Permitted Liens, together with such endorsements, coinsurance and reinsurance
as the Administrative Agent may reasonably request to the extent the same are available in the applicable jurisdiction;


 


(iii)       customary
legal opinions of local counsel for the relevant Loan Party in the jurisdiction in which such Material Real Estate Asset is located, and
if applicable, in the jurisdiction of formation of the relevant Loan Party, in each case as the Administrative Agent may reasonably request;
and


 


(iv)       surveys
and appraisals (solely if required under the Financial Institutions Reform Recovery and Enforcement Act of 1989, as amended); provided
that the Administrative Agent may in its reasonable discretion accept any such existing certificate, appraisal or survey so long as such
existing certificate or appraisal satisfies any applicable local law requirements.


 


Notwithstanding any provision
of this Agreement or any other Loan Document to the contrary,


 


(A) if a mortgage
tax or any similar tax or charge will be owed on the entire amount of the Secured Obligations evidenced hereby, then, to the extent permitted
by, and in accordance with, applicable law, the amount of such mortgage tax or any similar tax or charge shall be calculated based on
the lesser of (x) the amount of the Secured Obligations allocated to the applicable Material Real Estate Asset and (y) the Fair Market
Value of the applicable Material Real Estate Asset at the time the Mortgage is entered into and determined in a manner reasonably acceptable
to Administrative Agent and the Borrower, which in the case of clause (y) will result in a limitation of the Secured Obligations
secured by the Mortgage to such amount;


 


(B) Mortgages on
any Real Estate Asset shall not be required or shall be released to the extent such Real Estate Asset constitutes or becomes an Excluded
Asset;


 


(C) no control agreements,
other control arrangements or perfection by “control” shall be required (except as provided in clauses (x) and (y)
below) and no Loan Party shall be required to perfect a security interest in any Collateral, in each case (to the extent applicable),
other than perfection by (v) filing of a UCC-1 financing statement, (w) with respect to IP Rights, filings with the United States Patent
and Trademark Office or the United States Copyright Office, (x) delivery of certificates evidencing Capital Stock, stock transfer forms
executed in blank and notes and other evidence of indebtedness, in each case, to the extent required to be pledged as Collateral and required
to be delivered pursuant to the Collateral Documents, (y) to the extent control agreements have been delivered under the ABL Facility
with respect to the ABL US Priority Collateral, second-priority control agreements with respect to the ABL US Priority Collateral (all
such control agreements with respect to the ABL US Priority Collateral shall be released and terminated in connection with the Discharge
of ABL Obligations (as defined in the ABL Intercreditor Agreement)) or (z) with respect to Material Real Estate Assets, pursuant to Mortgages
as described above;


 



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(D) (i) no action
(including any filings or registrations) outside of the United States in order to create or perfect any security interest in any asset
located outside of the United States (including with respect to intellectual property and equity interests) shall be required and (ii)
no security or pledge agreements shall be governed by any other law other than the laws of New York (except (x) any required Mortgages
may be governed by the laws of the state in which the applicable Material Real Estate Asset is situated and (y) the laws of any other
U.S. state may govern to the extent necessary to create or perfect a security interest in any portion of the Collateral); and


 


(E) the Loan Parties
shall not be required to take any action to collaterally assign to the Administrative Agent their respective rights under (w) the Merger
Agreement, (x) any documentation governing a permitted acquisition or investment not prohibited under the terms of this Agreement, (y)
any representation and warranty insurance policy or (z) any business interruption policy.


 


With respect to
any Collateral that is ABL US Priority Collateral, prior to the Discharge of ABL Obligations (as defined in the ABL Intercreditor Agreement),
to the extent that the ABL Agent in respect of any ABL Facility secured on a Split Collateral Basis determines that any such property
or assets shall not become part of, or shall be excluded from, the collateral under such ABL Facility, or that any delivery, perfection
or notice requirement in respect of any such Collateral shall be extended or waived, the Administrative Agent shall automatically be deemed
to accept such determination and shall execute any documentation, if applicable, requested by the Borrower in connection therewith, including
termination and release documents and extensions and waivers.


 


Notwithstanding
the foregoing, in the event the Borrower elects to cause a Foreign Subsidiary to become a Foreign Discretionary Guarantor pursuant to
the definition of “Guarantor”, such Foreign Discretionary Guarantor, as the case may be, shall (i) provide a Loan Guaranty
and (ii) grant a perfected lien in favor of the Administrative Agent on substantially all of its assets (other than Excluded Assets) pursuant
to arrangements reasonably agreed between the Administrative Agent and the Borrower, which shall be consistent with the principles of,
and be no more onerous and restrictive to such Foreign Discretionary Guarantor, than, the provisions applicable to the Borrower or Subsidiary
Guarantors organized in the United States, subject to customary limitations in such jurisdiction as may be reasonably agreed between the
Administrative Agent and the Borrower, and nothing in the definition of “Collateral and Guarantee Requirement” or other limitation
in this Agreement shall in any way limit or restrict the pledge of assets and property by any such Foreign Discretionary Guarantor or
the pledge of the Capital Stock of such Foreign Discretionary Guarantor by any other Loan Party that holds such Capital Stock, in each
case, solely by virtue of such Foreign Discretionary Guarantor being a Foreign Subsidiary or otherwise an Excluded Subsidiary.


 


“Collateral Documents”
means, collectively, (a) the Security Agreement, (b) each Mortgage, (c) each Intellectual Property Security Agreement, (d) any
supplement to any of the foregoing delivered to the Administrative Agent pursuant to the definition of “Collateral and Guarantee
Requirement” and (e) each of the other instruments and documents pursuant to which any Loan Party grants a Lien on any Collateral
as security for payment of the Secured Obligations.


 


“Commercial Tort Claim”
has the meaning set forth in Article 9 of the UCC.


 


“Commitment”
means, with respect to each Lender, such Lender’s Initial Term Loan Commitment, Initial Delayed Draw Term Loan Commitment, Additional
Commitments and any other commitment to provide Loans under a Credit Facility, as applicable, in effect as of such time.


 



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“Commitment Schedule”
means the Schedule attached hereto as Schedule 1.01(a).


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).


 


“Company Competitor”
means (a) any Person that is or becomes (i) a competitor of the Borrower and/or any of its subsidiaries (including after giving effect
to the Merger and any other permitted acquisition) or (ii) an Affiliate of a Person described in clause (a)(i) and, in each case,
identified in writing to the Administrative Agent, (b) any reasonably identifiable Affiliate of any person described in clause (a)
above (on the basis of such Affiliate’s name) (other than any Competitor Debt Fund Affiliate unless the Borrower has a reasonable
basis to include such Competitor Debt Fund Affiliate as a Company Competitor or Disqualified Institution), and/or (c) any other Affiliate
of any Person described in clause (a) or clause (b) above identified by name in a written notice to the Administrative Agent.


 


“Competitor Debt Fund
Affiliate” means, with respect to any Company Competitor, any bona fide debt fund, investment vehicle, regulated bank entity
or unregulated lending entity that is (i) primarily engaged in making, purchasing, holding or otherwise investing in commercial loans
and similar extensions of credit in the ordinary course of business and (ii) managed, sponsored or advised by any Person that is Controlling,
Controlled by or under common Control with such Company Competitor or Affiliate thereof, but only to the extent that no personnel associated
or involved with the investment in (or management, control or operation of), such Company Competitor or such Affiliate thereof (A) makes
(or has the right to make or participate with others in making) investment decisions on behalf of, or otherwise cause the direction of
the investment policies of, such debt fund, investment vehicle, regulated bank entity or unregulated entity or (B) has access, directly
or indirectly (including through such Company Competitor or any of its Affiliates), to any information (other than information that is
publicly available) relating to any Parent Company, Holdings, the Borrower and/or any of their respective subsidiaries and/or of their
respective businesses; it being understood and agreed that the term “Competitor Debt Fund Affiliate” shall not include any
Person that is a “Disqualified Institution” pursuant to clauses (a) or (c) of the definition thereof.


 


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


 


“Confidential Information”
has the meaning assigned to such term in Section 9.13.


 


“Consolidated Adjusted
EBITDA” means, as to any Person for any period, an amount determined in accordance with Section 1.08, for such Person
on a consolidated basis equal to the total of (a) Consolidated Net Income for such period plus (b) the sum, without duplication,
of (to the extent deducted in calculating Consolidated Net Income in such period, other than in respect of clauses (xi), (xiii),
(xv), (xvii), (xviii), (xix) and (xx) below or deducted from revenues in net income (or loss) used
in calculating Consolidated Net Income) the amounts of:


 


(i)        consolidated
total interest expense determined in accordance with GAAP and, to the extent not reflected in such consolidated total interest
expense, annual agency fees paid to the administrative agents and collateral agents under any credit facilities, costs associated
with obtaining hedging arrangements and breakage costs in respect of hedging arrangements related to interest rates, any expense
resulting from the discounting of any indebtedness in connection with the application of recapitalization accounting or, if
applicable, purchase accounting in connection with the Transactions or any acquisition, penalties and interest relating to taxes,
any “additional interest” or “liquidated damages” with respect to other securities for failure to timely
comply with registration rights obligations, amortization or expensing of deferred financing fees, amendment and consent fees, debt
issuance costs, commissions, fees, expenses and discounted liabilities and any other amounts of non-Cash interest, any expensing of
bridge, commitment and other financing fees and any other fees related to the Transactions or any acquisitions after the Closing
Date, commissions, discounts, yield and other fees and charges (including any interest expense) related to any qualified
securitization facility, any accretion of accrued interest on discounted liabilities and any Prepayment premium or penalty, interest
expense attributable to a parent company resulting from push-down accounting and any lease, rental or other expense in connection
with any lease that is not a capitalized lease, any losses on hedging obligations or other derivative instruments entered into for
the purpose of hedging interest rate risk (net of interest income and gains on such hedging obligations), costs of surety bonds in
connection with financing activities (whether amortized or immediately expensed), fees and expenses paid to (or for the benefit of)
any arranger, any administrative or collateral agent, any lender or any other secured party under the Loan Documents and the ABL
Credit Agreement (and any related loan documents) or to (or for the benefit of) any other holder of permitted Indebtedness in
connection with its services hereunder (including fees and expenses in connection with any modifications of the Loan Documents),
other bank or any other Person in connection with its services as administrative agent or trustee, or similar capacity under any
other Indebtedness permitted hereunder and financing fees;


 






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(ii)       (A)
provision for Taxes during such period (including pursuant to any Tax sharing arrangement or any distributions or other Restricted Payments
for the payment of any Tax), including, in each case, arising out of tax examinations, repatriation of amounts from a Foreign Subsidiary
and (without duplication) any payment to a Parent Company pursuant to Section 6.04(a)(i) and (iv) in respect of Taxes, and (B)
the amount of any cash tax benefits related to the tax amortization of intangible assets in such period;


 


(iii)      depreciation
and amortization (including, without limitation, amortization of goodwill, software and other intangible assets);


 


(iv)       any
non-cash Charge (provided, that to the extent any such non-cash Charge represents an accrual or reserve for any actual or potential
cash items in any future period (including of the type described in clause (vii) below), (A) such Person may elect (in its sole
discretion) not to add back such non-cash Charge in the then-current period, in which case, any cash payment in respect thereof in any
future period shall be not subtracted from Consolidated Adjusted EBITDA, and (B) to the extent such Person elects (in its sole discretion)
to add back such non-cash Charge in the then-current period, any cash payment in respect thereof in any subsequent periods shall be subtracted
from Consolidated Adjusted EBITDA pursuant to clause (c)(v) below);


 


(v)       [reserved];


 


(vi)      Public
Company Costs;


 


(vii)     (A)
management, monitoring, consulting, transaction and advisory fees (including termination fees) and indemnities and expenses actually paid
or accrued by, or on behalf of, such Person or any of its subsidiaries (1) to the Investors (or their Affiliates or management companies)
to the extent permitted under this Agreement or (2) as permitted by Section 6.09(f); (B) the amount of payments made to option
holders of any Parent Company in connection with, or as a result of, any distribution being made to shareholders of such Person, which
payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such
distribution, including any cash consideration for any repurchase of equity, in each case to the extent permitted under the Loan Documents
and (C) the amount of fees, expenses and indemnities paid to directors, including of Holdings or any Parent Company;


 



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(viii)    losses
or discounts on sales of receivables and related assets in connection with any receivables financing permitted under this Agreement;


 


(ix)      any
Charges (or net income) attributable to any interest, non-controlling interest and/or minority interest of any third party in any Restricted
Subsidiary;


 


(x)       the
amount of earnout obligation expense (or similar Charges) incurred in connection with (including adjustments thereto) (A) the Merger,
(B) acquisitions and Investments consummated prior to the Closing Date, and (C) any Permitted Acquisition or other Investment permitted
by this Agreement, in each case, which is paid or accrued during the applicable period;


 


(xi) pro forma “run
rate” cost savings (including sourcing and supply chain savings), operating expense reductions, operating, revenue and productivity
improvements and synergies (net of actual amounts realized) projected by the Borrower in good faith that are reasonably identifiable and
factually supportable (in the good faith determination of such Person) in connection with (A) the Transactions related to actions that
have been taken (including prior to the Closing Date) or with respect to which substantial steps have been taken or are expected to be
taken (in the good faith determination of the Borrower) within twenty-four (24) months after the Closing Date and (B) any permitted acquisitions,
Investments, Dispositions and other Specified Transactions, operating expense reductions, any operating, revenue and productivity improvements
and enhancements, synergies, restructurings, cost savings initiatives and other initiatives (including, without limitation, new business,
customer and contract wins, the modification and renegotiation of contracts and other arrangements, pricing adjustments and increases,
supply chain optimization (including consolidating or changing suppliers, supply base reduction and reduction in materials costs), product
and warranty improvements (including lean manufacturing initiatives, design, engineering and automation optimization and discontinuing
or replacing products) and other items of the type described in clause (xii) below) projected by the Borrower in good faith to
result from actions that have been taken (including prior to completion of any such acquisitions, Investments, Dispositions and other
Specified Transactions) or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination
of the Borrower) within eighteen (18) months (or, in respect of any revenue improvements and enhancements, only, within twelve (12) months)
after any such acquisitions, Investments, Dispositions and other Specified Transactions, operating expense reductions, any operating,
revenue and productivity improvements and enhancements, synergies, restructurings, cost savings initiatives and other initiatives; pro
forma “run rate” shall be the full benefit associated with any action taken, committed to be taken or with respect to which
substantial steps have been taken or are expected to be taken calculated on a Pro Forma Basis as though such acquisitions, Investments,
Dispositions and other Specified Transactions, operating expense reductions, any operating, revenue and productivity improvements and
enhancements, synergies, restructurings, cost savings initiatives and other initiatives had been fully realized on the first day of the
applicable period for the entirety of such period;


 


(xii)      (A) Charges
attributable to the undertaking and/or implementation of operating, revenue and productivity improvements and enhancements,
operating expense reductions, cost savings initiatives and other initiatives, transitions, openings and pre-openings, business and
operation optimization, restructurings, integration, inventory optimization programs, software development, systems upgrade, closure
or consolidation of facilities and properties, curtailments, entry into new markets, strategic initiatives and contracts, consulting
fees, signing or retention costs, retention or completion bonuses, expansion and relocation expenses, severance payments,
modifications to pension and post-retirement employee benefit plans or other post-employment benefit costs representing amortization
of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, and any
other items of a similar nature, new systems design and implementation and startup costs, (B) reductions, improvements,
enhancements, synergies and initiatives as contemplated in clause (xi) above, and (C) Charges related to legal settlement,
fines, judgments or orders, including with respect to warranty claims;


 






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(xiii)     with
respect to key making or copying, knife sharpening and other product or service related centers and kiosks that have been in operation
for less than twelve (12) months during the applicable period, an amount equal to  (A) the Consolidated Adjusted EBITDA for each
such center or kiosk during such period multiplied by twelve (12) divided by the numbers of months such center or kiosk
has been in operation, minus (B) the Consolidated Adjusted EBITDA for each such center or kiosk actually included in the calculation
of Consolidated Adjusted EBITDA for during such period;


 


(xiv)    [reserved];


 


(xv)     to
the extent not otherwise included in Consolidated Net Income, proceeds of business interruption insurance in an amount representing the
earnings for the applicable period that such proceeds are intended to replace (whether or not then received so long as such Person in
good faith expects to receive such proceeds within the next four Fiscal Quarters (it being understood that to the extent not actually
received within such Fiscal Quarters, such proceeds shall be deducted in calculating Consolidated Adjusted EBITDA pursuant to clause
(c)(iv) below));


 


(xvi)    [reserved];


 


(xvii)   the
amount of (A) any Charge to the extent that a corresponding amount is received in cash by such Person from a Person other than such Person
or any Restricted Subsidiary of such Person under any agreement providing for reimbursement of such Charge and (B) any Charge with respect
to any liability or casualty event, business interruption or any product recall, (1) so long as such Person has submitted in good faith,
and reasonably expects to receive payment in connection with, a claim for reimbursement of such amounts under its relevant insurance policy
(with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within the next four Fiscal
Quarters) or (2) without duplication of amounts included in a prior period under clause (B)(1) above, to the extent such Charge
is covered by insurance proceeds received in cash during such period (it being understood that if the amount received in cash under any
such agreement in any period exceeds the amount of Charge paid during such period such excess amounts received may be carried forward
and applied against any Charge in any future period);


 


(xviii)  the
amount of Cash actually received (or the amount of the benefit of any netting arrangement resulting in reduced Cash Charges) during such
period, to the extent not included in Consolidated Net Income in any period or related non-Cash gain deducted in the calculation of Consolidated
Adjusted EBITDA in any prior period;


 


(xix)     the
excess of rent expense during such period over actual Cash rent paid over due to the use of straight line rent for GAAP purposes; and


 


(xx)      Other
Agreed Adjustments,


 


minus (c) to the extent such amounts increase
Consolidated Net Income, without duplication:


 


(i)        non-cash
gains or income; provided, that to the extent any non-cash gain or income represents an accrual or deferred income in respect
of actual potential Cash items in any future period, such Person may elect (in its sole discretion) not to deduct such non-cash gain
or income in the then-current period;


 






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(ii)       [reserved];


 


(iii)      [reserved];


 


(iv)      the
amount added back to Consolidated Adjusted EBITDA pursuant to clause (b)(xv) above in a prior period to the extent the relevant
business interruption insurance proceeds were not received within the time period required by such clause and are required to be deducted
from Consolidated Adjusted EBITDA pursuant to clause (b)(xv) above;


 


(v)       to
the extent that such Person added back the amount of any non-Cash charge to Consolidated Adjusted EBITDA pursuant to clause (b)(iv)
above in a prior period, the cash payment in respect thereof in the relevant future period (except as otherwise provided in clause (b)(iv)
above); and


 


(vi)      the
excess of actual Cash rent paid over rent expense during such period due to the use of straight line rent for GAAP purposes.


 


“Consolidated First
Lien Debt” means, as to any Person determined on a consolidated basis and in accordance with Section 1.08 (and, if applicable,
Section 1.10), at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date
that is secured by a Lien on the Collateral on a pari passu or senior basis with the First Priority Secured Obligations (it being
understood that Consolidated Total Debt outstanding on any applicable date of determination (subject to Section 1.10) under any
ABL Facility secured on a Split Collateral Basis (including the ABL Facility as of the Closing Date) or a “cash flow” based
ABL Facility secured by the Collateral on a senior basis pari passu with the First Priority Secured Obligations subject to an Acceptable
Intercreditor Agreement under clause (a) of the definition thereof, in each case, shall constitute Consolidated First Lien Debt).


 


“Consolidated
Interest Expense” means, as to any Person determined on a consolidated basis at any date of determination and in
accordance with Section 1.08, the sum, without duplication, of (a) consolidated Cash interest of the Borrower and its
Restricted Subsidiaries determined in accordance with GAAP, (i) including (A) the Cash interest component of Capital Lease
obligations and (B) net Cash payments made (less net Cash payments received) pursuant to obligations under permitted hedging
arrangements related to interest rates (subject to adjustment in accordance with Section 1.08(b)); but (ii) excluding (A)
annual agency and trustee fees paid to the administrative and collateral agents and trustees under any credit facilities, indentures
or other permitted Indebtedness, (B) costs associated with obtaining hedging arrangements and breakage costs in respect of hedging
arrangements related to interest rates, (C) any expense resulting from the discounting of any Indebtedness in connection with the
application of recapitalization accounting or, if applicable, purchase accounting in connection with the Transactions or any
acquisition, (D) penalties and interest relating to Taxes, (E) any “additional interest” or “liquidated
damages” with respect to other securities for failure to timely comply with registration rights obligations, (F) amortization
or expensing of deferred financing fees, amendment and consent fees, debt issuance costs, commissions, fees, expenses and discounted
liabilities and any other amounts of non-cash interest, (G) any expensing of bridge, commitment and other financing fees and any
other fees related to the Transactions or after the Closing Date, any other transactions (including acquisitions and Indebtedness),
(H) commissions, discounts, yield and other fees and charges (including any interest expense) related to any qualified
securitization facility, (I) any accretion of accrued interest on discounted liabilities and any Prepayment premium or penalty
(including amendment, tender and consent solicitation fees), (J) interest expense attributable to a parent company resulting from
push-down accounting and (K) any lease, rental or other expense in connection with any lease that is not a Capital Lease, net of (b)
Cash interest income of the Borrower and its Restricted Subsidiaries.


 






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“Consolidated Net Income”
means, as to any Person, determined in accordance with Section 1.08, on a consolidated basis (the “Subject Person”)
for any period, the net income (or loss) of the Subject Person for such period taken as a single accounting period determined in accordance
with GAAP; provided that there shall be excluded, without duplication:


 


(a)       (i)
the income of any Person (other than a Restricted Subsidiary of the Subject Person) in which any other Person (other than the Subject
Person or any of its Restricted Subsidiaries) has a joint interest, except that the amount of dividends or distributions or other payments
(including any ordinary course dividend, distribution or other payment) paid in cash (or to the extent converted into cash) to the Subject
Person or any of its Restricted Subsidiaries by such Person during such period (regardless of whether such payment is in respect of the
income of such Person in the current period or any prior period) shall be included in Consolidated Net Income or (ii) the loss of any
Person (other than a Restricted Subsidiary of the Subject Person) in which any other Person (other than the Subject Person or any of its
Restricted Subsidiaries) has a joint interest, other than to the extent that the Subject Person or any of its Restricted Subsidiaries
has contributed cash or Cash Equivalents to such Person in respect of such loss during such period for the express purpose of funding
such losses (but shall exclude any other Investment in such Person);


 


(b)       gains
or losses (less all fees and expenses chargeable thereto) attributable to any sales or dispositions of Capital Stock or assets (including
asset retirement costs) or of returned surplus assets, in each case, outside of the ordinary course of business;


 


(c)       gains
or losses from extraordinary items, any one-time event or item, and nonrecurring or unusual items, in each case, as determined in good
faith by the Subject Person (including any costs of and payments of actual or prospective legal settlements, fines, judgments or
orders and all related fees and expenses), including in connection with any acquisitions, Investments and Dispositions;


 


(d)       any
unrealized or realized net foreign currency translation or transaction gains or losses impacting net income (including currency re-measurements
of any Indebtedness); provided that notwithstanding anything to the contrary herein, realized gains and losses in respect of any
Designated Operational FX Hedge shall be included in the calculation of Consolidated Net Income;


 


(e)       any
net gains, Charges or losses with respect to (i) any disposed (other than Dispositions of assets and inventory in the ordinary course
of business), abandoned, divested and/or discontinued asset, property or operation (other than, at the option of the Subject Person, any
asset, property or operation pending the disposal, abandonment, divestiture and/or termination thereof), (ii) any disposal (other than
Dispositions of assets and inventory in the ordinary course of business), abandonment, divestiture and/or discontinuation of any asset,
property or operation (other than, at the option of such Subject Person, relating to assets or property held for sale pending the Disposition
thereof) and/or (iii) facilities or plants that have been closed during such period or for which Charges and losses were required to be
recorded pursuant to GAAP;


 


(f)        (i)
any net income or loss (less all fees and expenses or charges related thereto) attributable to the early extinguishment of Indebtedness
(and the termination of any associated Hedge Agreements) and (ii) any other losses and expenses incurred in connection with the early
termination, refinancing or prepayment of guarantee obligations, operating leases and other similar contractual obligations;


 



    - 24 - 


     


    




 


(g)       (i)
any Charges incurred pursuant to any management equity plan, profits interest or stock option plan or any other management or employee
benefit plan or agreement, pension plan, any stock subscription or shareholder agreement or any distributor equity plan or agreement,
or any similar equity plan or agreement, including any fair value adjustments that may be required under liquidity puts for such arrangements
and (ii) any Charges in connection with the rollover, acceleration or payout of Capital Stock held by management of any Parent Company,
the Borrower and/or any Restricted Subsidiary, in each case, to the extent that any such Charge is funded with net cash proceeds contributed
to relevant Person as a capital contribution or as a result of the sale or issuance of Qualified Capital Stock;


 


(h)       accruals
and reserves that are established or adjusted within twelve (12) months after the Closing Date (or after the closing of any consummated
acquisition or Investment) that are required to be established or adjusted as a result of the Transactions (or such acquisition or Investment)
in accordance with GAAP or as a result of the adoption or modification of accounting policies in accordance with GAAP;


 


(i)        any
(A) write-off or amortization made in such period of deferred financing costs and premiums paid or other expenses incurred directly in
connection with any early extinguishment of Indebtedness, (B) impairment Charges, write-offs or write-downs of any assets and (C) amortization
of intangible assets;


 


(j)        (A)
effects of adjustments (including the effects of such adjustments pushed down to the Subject Person and its subsidiaries) in the Subject
Person’s consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill,
intangible assets, in-process research and development, deferred revenue, deferred rent, deferred trade incentives and other lease-related
items, advanced billings and debt line items thereof) resulting from the application of recapitalization, accounting or purchase acquisition
accounting, as the case may be, in relation to the Transactions or any consummated acquisition or Investment or the amortization or write-off
of any amounts thereof, net of Taxes and (B) the cumulative effect of changes in accounting principles or policies made in such period
in accordance with GAAP which affect Consolidated Net Income (except that, if the Borrower determines in good faith that the cumulative
effects thereof are not material to the interests of the Lenders, the effects of any change, adoption or modification of any such principles
or policies may be included);


 


(k)        the
income or loss of any Person accrued prior to the date on which such Person becomes a Restricted Subsidiary of such Person or is merged
into or consolidated or amalgamated with such Person’s assets are acquired by such Person or any Restricted Subsidiary of such Person;


 


(l)        Transaction
Costs;


 


(m)       transaction
fees and Charges (1) in connection with the consummation of any transaction (or any transaction proposed and not consummated), (2) in
connection with any offering of debt or equity securities (or any offering of debt or equity securities proposed and not consummated)
and/or (3) that are actually reimbursed or reimbursable by third parties pursuant to indemnification or reimbursement provisions
or similar agreements or insurance; provided, that in respect of any fee, cost, expense or reserve that is added back in reliance
on clause (3) above, such Person in good faith expects to receive reimbursement for such fee, cost, expense or reserve within
the next four Fiscal Quarters;


 


(n)       unrealized
net losses and gains under Hedge Agreements and/or other derivative instrument;


 






    - 25 - 


     


    

 



 


(o)       any
costs or expenses incurred during such period relating to environmental remediation, litigation, or other disputes in respect of events
and exposures that occurred prior to the Closing Date; and


 


(p)       any
deferred tax expense associated with tax deductions or net operating losses arising as a result of the Transactions, or the release of
any valuation allowance related to such items.


 


“Consolidated Secured
Debt” means, as to any Person determined on a consolidated basis, at any date of determination, the aggregate principal amount
of Consolidated Total Debt outstanding on such date that is secured by a Lien on the Collateral.


 


“Consolidated Total
Assets” means, as to any Person determined on a consolidated basis and in accordance with Section 1.08, at any date of
determination, all amounts that would, in conformity with GAAP, be set forth opposite the caption “total assets” (or any like
caption) on a consolidated balance sheet of the applicable Person at such date.


 


“Consolidated Total
Debt” means, as to any Person determined on a consolidated basis and in accordance with Section 1.08, at any date of
determination, an amount equal to (a) the aggregate principal amount of all Indebtedness for borrowed money (which shall be deemed to
include LC Disbursements (as defined in the ABL Credit Agreement or any similar term under any ABL Facility) that have not been reimbursed
within the time periods required by the ABL Credit Agreement or such ABL Facility) and the outstanding principal balance of all Indebtedness
with respect to Capital Leases and purchase money Indebtedness, in each case, in an amount that would be reflected on a balance sheet
prepared as of such date on a consolidated basis in accordance with GAAP (but excluding, for the avoidance of doubt, (i) any letter of
credit (including all undrawn letters of credit), bank guarantees or similar obligations and performance, surety or similar bonds, (ii)
any intercompany Indebtedness eliminated in accordance with GAAP during consolidation and (iii) any such Indebtedness for which such Person
has irrevocably deposited in trust or escrow the necessary funds (including Cash and Cash Equivalents) for the payment, redemption or
satisfaction of Indebtedness), minus, (b) the aggregate amount of (i) unrestricted Cash (including all principal Cash held in dedicated
accounts for the deposit of payments by customers and disbursements to be made in connection with services performed for customers) and
Cash Equivalents of such Person in an amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis
in accordance with GAAP and (ii) Cash and Cash Equivalents restricted in favor of the Credit Facilities and the ABL Facility (which may
also include Cash and Cash Equivalents securing other Indebtedness that is secured by a Lien on the Collateral along with the Credit Facilities
and the ABL Facility).


 


“Consolidated Working
Capital” means, with respect to the Borrower, as at any date of determination, the excess of Current Assets over Current Liabilities,
in each case, as determined in accordance with Section 1.08.


 


“Consolidated Working
Capital Adjustment” means, with respect to the Borrower, for any period on a consolidated basis, the amount (which may be a
negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working
Capital as of the end of such period; provided that there shall be excluded (a) the effect of reclassification during such period
between current assets and long term assets and current liabilities and long term liabilities (with a corresponding restatement of the
prior period to give effect to such reclassification), (b) the effect of any Disposition of any Person, facility or line of business or
acquisition of any Person, facility or line of business during such period, (c) the effect of any fluctuations in the amount of accrued
and contingent obligations under any Hedge Agreement, and (d) the application of purchase or recapitalization accounting.


 






    -26-


     


    

 


“Contract Consideration”
has the meaning assigned to such term in the definition of “Excess Cash Flow”.


 


“Contractual Obligation”
means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract,
undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which
it or any of its properties is subject.


 


“Contribution Indebtedness”
has the meaning assigned to such term in Section 6.01(r).


 


“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. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Copyright”
means the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright whether published or unpublished,
copyright registrations and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and
payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past,
present or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the
foregoing; and (e) all rights corresponding to any of the foregoing.


 


“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.


 


“Credit Facilities”
means the Term Facility, together with any Additional Revolving Facility, Additional Term Facility and any other facility created or established
under this Agreement.


 


“Current Assets”
means, as to any Person determined on a consolidated basis, at any date of determination, consolidated current assets as would be reflected
on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP, but excluding, without duplication, (a) Cash
and Cash Equivalents, (b) the current portion of current and deferred Taxes (including amounts required to be distributed pursuant to
any Tax sharing arrangement or any distributions or other Restricted Payments for the payment of such Taxes), (c) permitted loans made
to third parties, (d) assets held for sale, (e) pension assets, (f) deferred bank fees and (g) derivative financial instruments.


 


“Current Liabilities”
means, as to any Person determined on a consolidated basis, at any date of determination, the consolidated current liabilities as would
be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP, but excluding, without duplication,
(a) the current portion of any long-term Indebtedness, (b) outstanding revolving loans and letter of credit exposure (whether under this
Agreement or otherwise), (c) the Consolidated Interest Expense, (d) the current portion of any Capital Lease, (e) the current portion
of current and deferred Taxes (including amounts required to be distributed pursuant to any Tax sharing arrangement or any distributions
or other Restricted Payments for the payment of such Taxes), (f) liabilities in respect of unpaid earn-outs, (g) the current portion of
any other long-term liabilities, (h) accruals relating to restructuring reserves, (i) liabilities in respect of funds of third parties
on deposit with the Borrower or any of its Restricted Subsidiaries and (j) any liabilities recorded in connection with stock-based awards,
partnership interest-based awards, awards of profits interests, deferred compensation awards and similar incentive based compensation
awards or arrangements.


 






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“Daily Simple SOFR”
means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent
(which shall be substantially consistent with market practice for Dollar-denominated broadly syndicated credit facilities and administratively
feasible for the Administrative Agent) in accordance with the conventions for this rate selected or recommended by the Relevant Governmental
Body for determining “Daily Simple SOFR”; provided, that Daily Simple SOFR shall have become the then-prevailing market
convention or an evolving market convention that the Administrative Agent and the Borrower reasonably expect to become the prevailing
market convention for benchmark rates for Dollar-denominated syndicated credit facilities.


 


“Debt Fund Affiliate”
means any Affiliate of the Sponsor (other than a natural person, Holdings, the Borrower or their respective subsidiaries) that is primarily
engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial
loans, bonds and similar extensions of credit in the ordinary course of business and whose managers have fiduciary duties to the investors
thereof that are independent of (or in addition to) their duties to Holdings, the Borrower, any Restricted Subsidiary or any Sponsor (or
any investor thereof).


 


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


 


“Declined Proceeds”
has the meaning assigned to such term in Section 2.11(b)(v).


 


“Default”
means any event or condition which upon notice, lapse of time or both would become an Event of Default.


 


“Defaulting
Lender” means any Lender that has (a) defaulted in its obligations under this Agreement, including without limitation, to
make a Loan within two (2) Business Days of the date required to be made by it hereunder, (b) notified the Administrative Agent or
any Loan Party in writing that it does not intend to satisfy any such obligation or has made a public statement to the effect that
it does not intend to comply with its funding obligations under this Agreement or under agreements in which it commits to extend
credit generally, (c) failed, within two (2) Business Days after the request of Administrative Agent or the Borrower, to confirm in
writing that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans; provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation
by the Administrative Agent if received prior to the applicable funding date, (d) become (or any parent company thereof has become)
(i) insolvent or been determined by any Governmental Authority having regulatory authority over such Person or its assets, to be
insolvent, or the assets or management of which has been taken over by any Governmental Authority or (ii) the subject of a Bail-In
Action, (e) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian,
appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such
proceeding or appointment, unless in the case of any Lender subject to this clause (e), the Borrower and the Administrative
Agent shall each have determined that such Lender intends, and has all approvals required to enable it (in form and substance
satisfactory to each of the Borrower and the Administrative Agent), to continue to perform its obligations as a Lender hereunder or
(f) failed to return any amounts to the Administrative Agent (or its Affiliates) within one (1) Business Day after receipt of a
notice from the Administrative Agent pursuant to Section 2.07(d); provided that no Lender shall be deemed to be a
Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in such Lender or its parent by any
Governmental Authority; provided that, such action does not result in or provide such Lender with immunity from the
jurisdiction of courts within the U.S. or from the enforcement of judgments or writs of attachment on its assets or permit such
Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contract or agreement to which such Lender is
a party.


 






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“Delayed Draw Ticking
Fee” has the meaning assigned to such term in Section 2.11(a).


 


“Delayed Draw Upfront
Fee” has the meaning assigned to such term in Section 2.11(b).


 


“Deposit Account”
means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization,
other than an account evidenced by a negotiable certificate of deposit.


 


“Derivative Transaction”
means (a) any interest-rate transaction, including any interest-rate swap, basis swap, forward rate agreement, interest rate option (including
a cap, collar or floor), and any other instrument linked to interest rates that gives rise to similar credit risks (including when-issued
securities and forward deposits accepted), (b) any exchange-rate transaction, including any cross-currency interest-rate swap, any forward
foreign-exchange contract, any currency option, and any other instrument linked to exchange rates that gives rise to similar credit risks,
(c) any equity derivative transaction, including any equity-linked swap, any equity-linked option, any forward equity-linked contract,
and any other instrument linked to equities that gives rise to similar credit risk and (d) any commodity (including precious metal) derivative
transaction, including any commodity-linked swap, any commodity-linked option, any forward commodity-linked contract, and any other instrument
linked to commodities that gives rise to similar credit risks; provided that no phantom stock or similar plan providing for payments
only on account of services provided by current or former directors, officers, employees, members of management, managers or consultants
of the Borrower or its subsidiaries shall be a Derivative Transaction.


 


“Designated Non-Cash
Consideration” means the Fair Market Value of non-Cash consideration received by the Borrower or any Restricted Subsidiary in
connection with any Disposition pursuant to Section 6.07(h) that is designated as Designated Non-Cash Consideration pursuant to
a certificate of a Responsible Officer of the Borrower, setting forth the basis of such valuation (which amount will be reduced by the
amount of Cash or Cash Equivalents received in connection with a subsequent sale or conversion of such Designated Non-Cash Consideration
to Cash or Cash Equivalents).


 


“Designated Operational
FX Hedge” means any Hedge Agreement entered into for the purpose of hedging currency-related risks in respect of the revenues,
cash flows or other balance sheet items of Holdings, the Borrower and/or any Restricted Subsidiaries and designated at the time entered
into (or on or prior to the Closing Date, with respect to any Hedge Agreement entered into on or prior to the Closing Date) as a Designated
Operational FX Hedge by the Borrower in writing to the Administrative Agent.


 


“Discount Range”
has the meaning assigned to such term in the definition of “Dutch Auction”.


 


“Discretionary Guarantor”
has the meaning assigned to such term in the definition of “Guarantor”.


 


“Disposition”
or “Dispose” means the sale, lease, sublease, or other disposition of any property of any Person.


 






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“Disqualified
Capital Stock” means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an
optional redemption by the issuer thereof) or is mandatorily redeemable (other than for Qualified Capital Stock), pursuant to a
sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for Qualified Capital Stock),
in whole or in part, on or prior to ninety-one (91) days following the Latest Maturity Date at the time such Capital Stock is issued
(it being understood that if any such redemption is in part, only such part coming into effect prior to ninety-one (91) days
following the Latest Maturity Date shall constitute Disqualified Capital Stock), (b) is or becomes convertible into or exchangeable
(unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Capital Stock that would constitute
Disqualified Capital Stock, in each case at any time on or prior to ninety-one (91) days following the Latest Maturity Date at the
time such Capital Stock is issued, (c) contains any mandatory repurchase obligation or any other repurchase obligation at the option
of the holder thereof (other than for Qualified Capital Stock), in whole or in part, which may come into effect prior to ninety-one
(91) days following the Latest Maturity Date at the time such Capital Stock is issued (it being understood that if any such
repurchase obligation is in part, only such part coming into effect prior to ninety-one (91) days following the Latest Maturity Date
shall constitute Disqualified Capital Stock) or (d) requires scheduled payments of dividends in Cash on or prior to ninety-one (91)
days following the Latest Maturity Date at the time such Capital Stock is issued; provided that any Capital Stock that would
not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or the holders of any security into or
for which such Capital Stock is convertible, exchangeable or exercisable) the right to require the issuer thereof to redeem such
Capital Stock upon the occurrence of any change in control, offering of debt or equity securities or any Disposition occurring prior
to ninety-one (91) days following the Latest Maturity Date at the time such Capital Stock is issued shall not constitute
Disqualified Capital Stock if (x) such Capital Stock provides that the issuer thereof will not redeem any such Capital Stock
pursuant to such provisions prior to the Termination Date or (y) such redemption is subject to events that would cause the
Termination Date to occur.


 


Notwithstanding the preceding
sentence, (A) if such Capital Stock is 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 Holdings, the Borrower or any Restricted Subsidiary, such Capital Stock shall not constitute
Disqualified Capital Stock solely because it may be required to be repurchased by the issuer thereof in order to satisfy applicable statutory
or regulatory obligations, and (B) no Capital Stock 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 Parent Company or any
subsidiary) shall be considered Disqualified Capital Stock 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.


 


“Disqualified Institution”
means:


 


(a)       (i)
any Person that is identified in writing to the Administrative Agent prior to the Closing Date (or if identified after the Closing Date,
the disqualification of such person is reasonably acceptable to the Administrative Agent), (ii) any reasonably identifiable Affiliate
of any Person described in clause (i) above (on the basis of such Affiliate’s name) and (iii) any other Affiliate of any
Person described in clauses (i) and/or (ii) above that is identified by name in a written notice to the Administrative Agent
after the Closing Date;


 


(b)       any
Company Competitor (it being understood and agreed that no Competitor Debt Fund Affiliate of any Company Competitor may be designated
as a Disqualified Institution pursuant to this clause (b) unless the Borrower has a reasonable basis for such designation); and/or


 






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(c)       any
Affiliate or Representative of any Initial Committed Lender that is engaged as a principal primarily in private equity, mezzanine financing
or venture capital;


 


provided, that no written notice delivered
pursuant to clauses (a)(i), (a)(iii) above or clauses (a) and/or (c) of the definition of “Company Competitor”
shall apply retroactively to disqualify any person that has previously acquired a valid assignment or participation interest in the Term
Loans.


 


“Dollars”
or “$” refers to lawful money of the U.S.


 


“Domestic Subsidiary”
means any direct or indirect subsidiary of the Borrower organized under the laws of the United States, any state or the District of Columbia.


 


“Dutch Auction”
means an auction (an “Auction”) conducted by Holdings, the Borrower, any subsidiary of the Borrower, any Affiliated
Lender or any Debt Fund Affiliate (any such Person, the “Auction Party”) in order to purchase Initial Term Loans (or
any other Term Loans), in accordance with the following procedures; provided that no Auction Party shall initiate an Auction unless
(I) at least five (5) Business Days have passed since the consummation of the most recent purchase of Term Loans pursuant to an Auction
conducted hereunder; or (II) at least three (3) Business Days have passed since the date of the last Failed Auction which was withdrawn
pursuant to clause (c)(i) below:


 


(a)       Notice
Procedures. In connection with any Auction, the Auction Party will provide notification to the Auction Agent (for distribution to
the relevant Lenders) of the Term Loans that will be the subject of the Auction (an “Auction Notice”). Each Auction
Notice shall be in a form reasonably acceptable to the Auction Agent and shall (i) specify the maximum aggregate principal amount of the
Term Loans subject to the Auction, in a minimum amount of $10,000,000 and whole increments of $1,000,000 in excess thereof (or, in any
case, such lesser amount of such Term Loans then outstanding or which is otherwise reasonably acceptable to the Auction Agent and the
Administrative Agent (if different from the Auction Agent)) (the “Auction Amount”), (ii) specify the discount to par
(which may be a range (the “Discount Range”) of percentages of the par principal amount of the Term Loans subject to
such Auction), that represents the range of purchase prices that the Auction Party would be willing to accept in the Auction, (iii) be
extended, at the sole discretion of the Auction Party, to (x) each Lender and/or (y) each Lender with respect to any Term Loan on
an individual Class basis, (iv) remain outstanding through the Auction Response Date and (v) at the option of the Auction Party, be subject
to one of more conditions or contingencies. The Auction Agent will promptly provide each appropriate Lender with a copy of the Auction
Notice and a form of the Return Bid to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00
p.m. on the date specified in the Auction Notice (or such later date as the Auction Party may agree with the reasonable consent of the
Auction Agent) (the “Auction Response Date”).


 


(b)       Reply
Procedures. In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole
discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return
Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that
must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply
Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount
Range, and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser
amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the
 “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three
bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and
deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be
assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of
such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction
Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of
its Term Loans.


 






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(c)       Acceptance
Procedures. Based on the Reply Prices and Reply Amounts received by the Auction Agent prior to the applicable Auction Response Date,
the Auction Agent, in consultation with the Auction Party, will determine the applicable price (the “Applicable Price”)
for the Auction, which will be the lowest Reply Price for which the Auction Party can complete the Auction at the Auction Amount; provided
that, in the event that the Reply Amounts are insufficient to allow the Auction Party to complete a purchase of the entire Auction Amount
(any such Auction, a “Failed Auction”), the Auction Party shall either, at its election, (i) withdraw the Auction or
(ii) complete the Auction at an Applicable Price equal to the highest Reply Price. The Auction Party shall purchase the relevant Term
Loans (or the respective portions thereof) from each Lender with a Reply Price that is equal to or lower than the Applicable Price (“Qualifying
Bids”) at the Applicable Price; provided that if the aggregate proceeds required to purchase all Term Loans subject to
Qualifying Bids would exceed the Auction Amount for such Auction, the Auction Party shall purchase such Term Loans at the Applicable Price
ratably based on the principal amounts of such Qualifying Bids (subject to rounding requirements specified by the Auction Agent in its
discretion). If a Lender has submitted a Return Bid containing multiple bids at different Reply Prices, only the bid with the lowest Reply
Price that is equal to or less than the Applicable Price will be deemed to be the Qualifying Bid of such Lender (e.g., a Reply
Price of $100 with a discount to par of 1%, when compared to an Applicable Price of $100 with a 2% discount to par, will not be deemed
to be a Qualifying Bid, while, however, a Reply Price of $100 with a discount to par of 2.50% would be deemed to be a Qualifying Bid).
The Auction Agent shall promptly, and in any case within five (5) Business Days following the Auction Response Date with respect to an
Auction, notify (I) the Borrower of the respective Lenders’ responses to such solicitation, the effective date of the purchase of
Term Loans pursuant to such Auction, the Applicable Price, and the aggregate principal amount of the Term Loans and the Classes thereof
to be purchased pursuant to such Auction, (II) each participating Lender of the effective date of the purchase of Term Loans pursuant
to such Auction, the Applicable Price, and the aggregate principal amount and the Classes of Term Loans to be purchased at the Applicable
Price on such date, (III) each participating Lender of the aggregate principal amount and the Classes of the Term Loans of such Lender
to be purchased at the Applicable Price on such date and (IV) if applicable, each participating Lender of any rounding and/or proration
pursuant to the second preceding sentence. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the
Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error.


 


(d)       Additional
Procedures.


 


(i)       Once
initiated by an Auction Notice, the Auction Party may not withdraw an Auction other than a Failed Auction or one or more conditions or
contingencies have not been satisfied (or waived by the Auction Party). Furthermore, in connection with any Auction, upon submission by
a Lender of a Qualifying Bid, such Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its
allocable portion of the Reply Amount, as the case may be, at the Applicable Price.


 






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(ii)       To
the extent not expressly provided for herein, each purchase of Term Loans pursuant to an Auction shall be consummated pursuant to procedures
consistent with the provisions in this definition, established by the Auction Agent acting in its reasonable discretion and as reasonably
agreed by the Borrower.


 


(iii)       In
connection with any Auction, the Borrower and the Lenders acknowledge and agree that the Auction Agent may require one or more conditions
or contingencies to any Auction, including the payment of customary fees and expenses by the Auction Party in connection therewith as
agreed between the Auction Party and the Auction Agent.


 


(iv)       Notwithstanding
anything in any Loan Document to the contrary, for purposes of this definition, each notice or other communication required to be delivered
or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction Agent’s (or its
delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication
actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business
Day.


 


(v)       The
Borrower and the Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this definition by itself
or through any Affiliate of the Auction Agent and expressly consent to any such delegation of duties by the Auction Agent to such Affiliate
and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each
Affiliate of the Auction Agent and its respective activities in connection with any purchase of Term Loans provided for in this definition
as well as activities of the Auction Agent.


 


“Early Opt-in Election”
means, if the then-current Benchmark is USD LIBOR, the occurrence of a joint election by the Administrative Agent and the Borrower to
trigger a fallback from USD LIBOR and the provision by the Administrative Agent of written notice of such election to the Lenders.


 


“ECF Prepayment Amount”
has the meaning assigned to such term in Section 2.11(b)(i).


 


“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 authority to exercise any Write-Down and Conversion Powers.


 


“Eligible
Assignee” means (a) any Lender, (b) any commercial bank, insurance company, or finance company, financial institution, any
fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act), (c)
any Affiliate of any Lender, (d) any Approved Fund of any Lender or (e) to the extent permitted under Section 9.05(g)
and/or 9.05(h), any Affiliated Lender or any Debt Fund Affiliate; provided that in any event, “Eligible
Assignee” shall not include (i) any natural person, (ii) any Disqualified Institution or (iii) except as permitted under Section 9.05(g)
and/or 9.05(h), the Borrower or any of its Affiliates.


 






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


 


“Environmental Claim”
means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive
(conditional or otherwise), by any Governmental Authority or any other Person, arising (a) pursuant to or in connection with any actual
or alleged violation of any Environmental Law; (b) in connection with any Hazardous Material or any actual or alleged Hazardous Materials
Activity; or (c) in connection with any actual or alleged damage, injury, threat or harm to the Environment.


 


“Environmental Laws”
means any and all current or future applicable foreign or domestic, federal or state (or any subdivision of either of them), statutes,
ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other applicable requirements of Governmental Authorities
and the common law relating to (a) environmental matters, including those relating to any Hazardous Materials Activity; or (b) the generation,
use, storage, transportation or disposal of or exposure to Hazardous Materials, in any manner applicable to the Borrower or any of its
Restricted Subsidiaries or any Facility.


 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation or remediation,
fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, 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 or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.


 


“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued
thereunder.


 


“ERISA Affiliate”
means, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b)
of the Code of which that Person is a member; and (b) any trade or business (whether or not incorporated) which is a member of a group
of trades or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member.


 


“ERISA
Event” means (a) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations
issued thereunder with respect to any Pension Plan (excluding those for which the 30-day notice period has been waived); (b) the
failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan, or the filing of any
request for or receipt of a minimum funding waiver under Section 412 of the Code with respect to any Pension Plan or a failure to
make a required contribution to a Multiemployer Plan; (c) the provision by the administrator of any Pension Plan pursuant to
Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in
Section 4041(c) of ERISA; (d) the withdrawal by the Borrower, any of its Restricted Subsidiaries or any of their respective
ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting
in liability to the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates pursuant to
Section 4063 or 4064 of ERISA; (e) the institution by the PBGC of proceedings to terminate any Pension Plan; (f) the imposition
of liability on the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates pursuant to
Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) a complete or partial
withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) of the Borrower, any of its Restricted Subsidiaries or any of
their respective ERISA Affiliates from any Multiemployer Plan, or the receipt by the Borrower, any of its Restricted Subsidiaries or
any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in insolvency pursuant to
Section 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA or is in
 “endangered” or “critical” status, within the meaning of Section 432 of the Code or Section 305 of ERISA;
(h) a failure by the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates to pay when due (after
expiration of any applicable grace period) any installment payment with respect to withdrawal liability under Section 4201 of ERISA;
(i) a determination that any Pension Plan is, or is reasonably expected to be, in “at-risk” status, within the meaning
of Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA; or (j) the incurrence of liability or the imposition of a Lien
pursuant to Section 436 or 430(k) of the Code or pursuant to ERISA with respect to any Pension Plan.


 






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


 


“Event of Default”
has the meaning assigned to such term in Article VII.


 


“Excess Cash Flow”
means, for any Calculation Period, determined in accordance with Section 1.08, an amount (if positive) equal to:


 


(a)       the
sum, without duplication, of the amounts for such Calculation Period of the following:


 


(i)       Consolidated
Adjusted EBITDA for such Calculation Period without giving effect to clauses (b)(xi), (b)(xiii) and (b)(xx) of the
definition thereof, plus


 


(ii)       the
Consolidated Working Capital Adjustment for such Calculation Period, plus


 


(iii)       cash
gains of the type described in clauses (b), (c), (d) (to the extent actually realized) and (e) of the definition
of “Consolidated Net Income” during such Calculation Period, to the extent not otherwise included in Consolidated Adjusted
EBITDA (except to the extent such gains consist of proceeds applied (or required to be applied) pursuant to Section 2.11(b)(ii)),
plus


 


(iv)       to
the extent not otherwise included in the calculation of Consolidated Adjusted EBITDA for such Calculation Period, cash payments received
by the Borrower or any of its Restricted Subsidiaries with respect to amounts deducted from Excess Cash Flow in a prior Calculation Period
pursuant to clause (b)(vii) below, minus


 


(b)       the
sum, without duplication, of the amounts for such Calculation Period of the following:


 


(i)       permanent
repayments (including Prepayments) of long-term Indebtedness, including for purposes of clarity, the current portion of any such
Indebtedness (including (x) payments under Sections 2.10(a) or (b) and (y) prepayments of Initial Term Loans and
Additional Term Loans to the extent (and only to the extent) made with the Net Proceeds of a Prepayment Asset Sale or Net
Insurance/Condemnation Proceeds resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase,
but excluding (A) the amount of all deductions and reductions to the amount of mandatory prepayments pursuant to clause (C)
of Section 2.11(b)(i), (B) all other repayments of Initial Term Loans or Additional Term Loans and (C) repayments of any
loans under the ABL Facility, any Additional Revolving Loans or loans under any other revolving credit facility or arrangement,
except to the extent a corresponding amount of the commitments under the ABL Facility or such revolving credit facility or
arrangement are permanently reduced in connection with such repayments), in each case, to the extent not financed with Long-Term
Funded Indebtedness; plus


 






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(ii)       [reserved];


 


(iii)       (A)
amounts added back pursuant to clauses (b)(i), (b)(ii), (b)(vi), (b)(vii), (b)(viii), (b)(ix), (b)(x)
(to the extent actually paid in such period), and (b)(xii) of the definition of “Consolidated Adjusted EBITDA”, to
the extent paid in Cash, and (B) amounts added back in calculating Consolidated Adjusted EBITDA or included in Consolidated Net Income,
to the extent consisting of non-Cash or unrealized items; plus


 


(iv)       [reserved];


 


(v)       [reserved];


 


(vi)       (A)
the aggregate amount of all Restricted Payments made under Sections 6.04(a)(i), (ii), (iv), (v), (viii)(B),
(xi), (xiii) and (xv) or otherwise consented to by the Required Lenders, in each case to the extent actually paid in Cash
during such Calculation Period, or, at the option of the Borrower, made after such Calculation Period and prior to the date of the applicable
Excess Cash Flow payment, except, in each case, to the extent financed with Long-Term Funded Indebtedness, and (B) to the extent paid
in Cash, amounts paid with respect to the Transactions (including under Section 6.04(a)(vii)) after the Closing Date, to satisfy
any payment obligations owing under the Merger Agreement (and related agreements) and amounts required to be paid in connection with,
or as a result, of any working capital and purchase price adjustments; plus


 


(vii)       amounts
added back under clause (b)(xv) or (b)(xvii) of the definition of “Consolidated Adjusted EBITDA” to the
extent such amounts have not yet been received by the Borrower or its Restricted Subsidiaries, plus


 


(viii)       an
amount equal to all expenses, charges, losses and other Charges either (A) excluded in calculating Consolidated Net Income or (B)
added back in calculating Consolidated Adjusted EBITDA, in the case of clauses (A) and (B), to the extent paid in Cash,
plus


 


(ix)       without
duplication of amounts deducted from Excess Cash Flow in respect of any prior Calculation Period or amounts of all deductions and
reductions to the amount of mandatory prepayments pursuant to clauses (D) or (E) of Section 2.11(b)(i), at
the option of the Borrower, the aggregate consideration required to be paid in Cash by the Borrower or its Restricted Subsidiaries
pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such Calculation
Period relating to capital expenditures, acquisitions or Investments permitted by Section 6.06 (other than Investments
in (x) Cash and Cash Equivalents and (y) the Borrower or any of its Restricted Subsidiaries) and Restricted Payments permitted by Section
6.04(a) (other than pursuant to Section 6.04(a)(iii)) to be consummated or made during the period of four (4) consecutive
Fiscal Quarters of the Borrower following the end of such Calculation Period (except, in each case, to the extent financed with
Long-Term Funded Indebtedness); provided that to the extent the aggregate amount actually utilized to finance such capital
expenditures, acquisitions or Investments during such subsequent period of four (4) consecutive Fiscal Quarters is less than the
Contract Consideration, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow at the end of
such subsequent period of four (4) consecutive Fiscal Quarters, plus


 






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(x)       to
the extent not expensed (or exceeding the amount expensed) during such Calculation Period or not deducted (or exceeding the amount deducted)
in calculating Consolidated Net Income (or exceeding the amount added back in calculating Consolidated Adjusted EBITDA), the aggregate
amount of expenditures, fees, costs and expenses paid in Cash by the Borrower and its Restricted Subsidiaries during such Calculation
Period, other than to the extent financed with Long-Term Funded Indebtedness, plus


 


(xi)       Cash
payments (without duplication of Taxes subject to clauses (iii) and (vi) above) made during such Calculation Period with
respect to non-cash Charges that were added back to Consolidated Adjusted EBITDA or excluded under Consolidated Net Income in a prior
Calculation Period (provided there was no other deduction to Consolidated Adjusted EBITDA or exclusion under Consolidated Net Income
related to such payment), except to the extent financed with Long-Term Funded Indebtedness, plus


 


(xii)       Cash
expenditures made in respect of any Hedge Agreement during such Calculation Period to the extent (A) not otherwise deducted in the calculation
of Consolidated Net Income or Consolidated Adjusted EBITDA and (B) not financed with Long-Term Funded Indebtedness, plus


 


(xiii)       amounts
paid in Cash (except to the extent financed with Long-Term Funded Indebtedness) during such Calculation Period on account of (A) items
that were accounted for as non-Cash reductions of Consolidated Net Income or Consolidated Adjusted EBITDA in a prior Calculation Period
and (B) reserves or amounts established in purchase accounting to the extent such reserves or amounts are added back to, or not deducted
from, Consolidated Net Income, plus


 


(xiv)       cash
payments made by the Borrower or its Restricted Subsidiaries during such Calculation Period in respect of long-term liabilities (other
than in respect of Long-Term Funded Indebtedness, which is governed by clause (b)(i) above), including for purposes of clarity,
the current portion of any such liabilities of the Borrower or its Restricted Subsidiaries, except to the extent such cash payments were
(A) deducted in the calculation of Consolidated Net Income or Consolidated Adjusted EBITDA for such Calculation Period or (B) financed
with Long-Term Funded Indebtedness, plus


 


(xv)       an
amount equal to any non-cash credit or income included in Consolidated Net Income and any non-cash Charges added back to Consolidated
Net Income in calculating Consolidated Adjusted EBITDA.


 


“Exchange Act”
means the Securities Exchange Act of 1934 and the rules and regulations of the SEC promulgated thereunder.


 






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“Excluded Assets”
means each of the following:


 


(a)       any
assets (including any lease, licenses or agreement) subject to a purchase money security interest, capital lease or similar arrangement
permitted by this Agreement as to which the grant of a security interest therein would (i) constitute a violation of a restriction
in favor of a third party (other than Holdings, the Borrower or any of its subsidiaries) or result in the abandonment, invalidation or
unenforceability of any right of the relevant Loan Party, or (ii) result in a breach, termination (or a right of termination) or default
under such contract, instrument, lease, license, agreement or other document (including pursuant to any “change of control”
or similar provision); provided, however, that any such asset will only constitute an Excluded Asset under clause (i)
or clause (ii) above to the extent such violation or breach, termination (or right of termination) or default would not be
rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant
jurisdiction or any other applicable law; provided further that any such asset shall cease to constitute an Excluded Asset at such
time as the condition causing such violation, breach, termination (or right of termination) or default or right to amend or require other
actions no longer exists and to the extent severable, the security interest granted under the applicable Collateral Document shall attach
immediately to any portion of such contract, instrument, lease, license, agreement or document that does not result in any of the consequences
specified in clauses (i) and (ii) above;


 


(b)       the
Capital Stock of any (i) Immaterial Subsidiary, (ii) Captive Insurance Subsidiary, (iii) Unrestricted Subsidiary (except to the extent
the security interest in such Capital Stock may be perfected by the filing of a Form UCC-1 (or similar) financing statement), (iv) not-for-profit
subsidiary, (v) special purpose entity used for any permitted securitization facility, (vi) any Restricted Subsidiary that is not a Wholly-Owned
Subsidiary and is not permitted to be pledged pursuant to such entity’s organizational documents without (A) the consent of one
or more unaffiliated third parties other than Holdings, the Borrower or any of its subsidiaries (after giving effect to Sections 9-406,
9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law)
or (B) giving rise to a “right of first refusal”, a “right of first offer” or a similar right that may be exercised
by any third party other than Holdings, the Borrower or any of its subsidiaries, (vii) any subsidiary that is prohibited from having its
stock pledged by (A) any law or regulation or would require governmental (including regulatory) consent, approval or authorization, or
(B) any Contractual Obligation that exists on the Closing Date or at the same time such subsidiary becomes a subsidiary of the Borrower
and not entered into in contemplation of such subsidiary becoming a subsidiary of the Borrower, (viii) any Restricted Subsidiary acquired
by the Borrower or any of its Restricted Subsidiaries after the Closing Date that, at the time of the relevant acquisition (and not entered
into in contemplation of such acquisition), is an obligor in respect of any Indebtedness permitted to be assumed by the Borrower or such
Restricted Subsidiary to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits the
Capital Stock of such Restricted Subsidiary from being pledged, and (ix) any person that is not (A) the Borrower or (B) a Restricted Subsidiary
that is a direct, first tier subsidiary of the Borrower or a Subsidiary Guarantor;


 


(c)       any
IP Rights in any non-U.S. jurisdictions and any intent-to-use Trademark application prior to the filing of a “Statement of Use”
or an “Amendment to Allege Use” with respect thereto, only 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 such intent-to-use Trademark application
or any registration issuing therefrom under applicable law;


 






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(d)       any
asset (including governmental licenses or state or local franchises, charters, authorizations and agreements), the grant or
perfection of a security interest in which would (i) be prohibited or restricted by applicable law (after giving effect to Sections
9-406, 9-407, 9-408 or 9-409 of the UCC) or (ii) require any governmental consent, approval, license or authorization that has not
been obtained (after giving effect to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC and other applicable laws), (iii) be
prohibited by enforceable anti-assignment provisions of applicable Requirements of Law, except, in the case of this clause
(iii), to the extent such prohibition would be rendered ineffective under the UCC or other applicable law notwithstanding such
prohibition, or (iv) be prohibited by enforceable anti-assignment provisions of contracts governing such asset in existence on the
Closing Date or on the date of acquisition of the relevant asset (and in each case not entered into in anticipation of the Closing
Date or such acquisition and except, in each case, to the extent that term in such contract providing for such prohibition purports
to prohibit the granting of a security interest over all assets of such Loan Party or any other Loan Party) other than to the extent
such prohibition would be rendered ineffective under the UCC or other applicable law;


 


(e)       (i) any
leasehold Real Estate Asset, (ii) any owned Real Estate Asset that is not a Material Real Estate Asset and (iii) any owned Real Estate
Asset (including any owned Real Estate Asset that is, or is required or is intended to become, subject to a Mortgage) that is a Flood
Hazard Property or such property might be a Flood Hazard Property or a mortgage thereon would be subject to any flood insurance due diligence,
flood insurance requirements or compliance with any Flood Insurance Laws or the requirements of any arranger, the Administrative Agent,
any other agent or any Lender or potential Lender (it being agreed that if it is subsequently determined that any property subject to,
or otherwise required or intended to be subject to, a Mortgage is or might be a Flood Hazard Property, (1) such property shall be deemed
to constitute an Excluded Asset until a conclusive determination is made that such property is not a Flood Hazard Property and does not
require flood insurance, and (2) if there is an existing mortgage on such property, such mortgage shall be released if conclusively determined
that such property is a Flood Hazard Property or would require flood insurance) or if it cannot be determined whether such fee owned real
property is a Flood Hazard Property or would require flood insurance if the time or information necessary to make such determination would
(as determined by the Borrower in good faith) delay or impair the intended date of funding any Loan or the effectiveness of any amendment,
modification, waiver or supplement under the Loan Documents;


 


(f)       any
leasehold interests in any other asset or property (except to the extent the security interest in such leasehold interest may be perfected
by the filing of a Form UCC-1 financing statement);


 


(g)       any
motor vehicles and other assets subject to certificates of title;


 


(h)       any
Margin Stock;


 


(i)       the
Capital Stock of any Foreign Subsidiary or any Foreign Subsidiary Holdco, other than 65% of the issued and outstanding Capital Stock of
any Restricted Subsidiary that is a direct, first-tier Restricted Subsidiary of the Borrower or a Subsidiary Guarantor and owned by the
Borrower or such Subsidiary Guarantor;


 


(j)       (i)
Commercial Tort Claims with a value (as reasonably estimated by the Borrower) of less than $20.0 million (except as to which perfection
of the security interest in such Commercial Tort Claims is accomplished by the filing of a Form UCC-1 financing statement covering “all
assets” (or similar language)) and (ii) Letter-of-Credit Rights (except to the extent constituting a supporting obligation for other
Collateral as to which perfection of the security interest in such Letter-of-Credit Rights may be perfected by the filing of a Form UCC-1
financing statement covering “all assets” (or similar language));


 






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(k)       except
to the extent constituting ABL US Priority Collateral and subject to clause (C)(y) of the definition of “Collateral
and Guarantee Requirement”, any (i) Cash or Cash Equivalents (other than Cash and Cash Equivalents to the extent constituting identifiable
proceeds of other Collateral), and (ii) deposit and similar accounts (including securities entitlements) (except to the extent constituting
identifiable proceeds of other Collateral which can be perfected automatically without further action or by the filing of a Form UCC-1
financing statement), payroll and other employee wage and benefit accounts, tax accounts (including, without limitation, sales tax accounts)
and any tax benefits, escrow accounts, fiduciary or trust accounts for the benefit of third parties and any funds and other property held
in or maintained in any such accounts;


 


(l)       any
accounts receivable and related assets that are sold or disposed of in connection with any factoring or similar arrangement permitted
by this Agreement;


 


(m)       any
asset or property (including the Capital Stock of any Restricted Subsidiary), the grant or perfection of a security interest in which
would result in material adverse tax liabilities or consequences to any Parent Company, Holdings, the Borrower or any Restricted Subsidiary
(including with respect to any tax distribution paid or payable to any Parent Company), as reasonably determined by the Borrower in consultation
with the Administrative Agent;


 


(n)       any
asset with respect to which the Administrative Agent and the Borrower have reasonably determined that the cost, burden, difficulty or
consequence (including any effect on the ability of the relevant Loan Party to conduct its operations and business in the ordinary course
of business) of obtaining or perfecting a security interest therein outweighs the benefit of a security interest to the relevant Secured
Parties afforded thereby as reasonably determined by the Borrower and the Administrative Agent;


 


(o)       the
ABL Canadian Collateral; and


 


(p)       any
property or assets that would otherwise constitute ABL Priority Collateral, to the extent that the ABL Agent in respect of any ABL Facility
secured on a Split Collateral Basis determines that any such property or assets shall not become part of, or shall be excluded from, the
Collateral under the ABL Facility (other than in connection with the Discharge of ABL Obligations (as defined in the ABL Intercreditor
Agreement));


 


provided
that, Excluded Assets shall not include (i) any proceeds, substitutions or replacements of any Excluded Assets referred to in clauses
(a) through (p) (unless such proceeds, substitutions or replacements would constitute “Excluded Assets” referred
to in clauses (a) through (p)) or (ii) any intercompany loan (including intercompany notes evidencing such intercompany
loans) made by any Loan Party to any Restricted Subsidiary that is not a Subsidiary Guarantor.


 


“Excluded
Subsidiary” means:


 


(a)       any
Restricted Subsidiary that is not a Wholly-Owned Subsidiary;


 


(b)       any
Immaterial Subsidiary;


 


(c)       any
Restricted Subsidiary that is prohibited from providing a Guarantee by (i) law or regulation or whose provision of a Guarantee would
require a governmental (including regulatory) consent, approval, license or authorization in order to provide a Guarantee or (ii)
any contractual obligation existing on the Closing Date or at the time such Restricted Subsidiary becomes a subsidiary (which
Contractual Obligation was not entered into in contemplation of such Restricted Subsidiary becoming a subsidiary) from providing a
Loan Guaranty;


 






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(d)       any
direct or indirect subsidiary of the Borrower that is (i) a not-for-profit subsidiary, (ii) a Captive Insurance Subsidiary, (iii) a special
purpose entity used for any permitted securitization or receivables facility or financing, (iv) a Foreign Subsidiary or a direct or indirect
subsidiary of a Foreign Subsidiary, (v) a Foreign Subsidiary Holdco or a direct or indirect subsidiary of a Foreign Subsidiary Holdco,
or (vi) an Unrestricted Subsidiary;


 


(e)       any
Restricted Subsidiary with respect to which, in the reasonable judgment of the Borrower (in consultation with the Administrative Agent),
the burden or cost of providing a Loan Guaranty outweighs the benefits afforded thereby;


 


(f)       solely
in the case of any obligation under any Secured Hedging Obligations that constitutes a “swap” within the meaning of section 1(a)(47)
of the Commodity Exchange Act, any subsidiary of Holdings that is not an “Eligible Contract Participant” as defined under
the Commodity Exchange Act (after giving effect to any applicable customary “keepwell” provision under the Loan Guaranty);


 


(g)       any
Restricted Subsidiary acquired by the Borrower or any of its Restricted Subsidiaries after the Closing Date that, at the time of the relevant
acquisition (and not entered into in contemplation of such acquisition), is an obligor in respect of assumed Indebtedness that is permitted
hereunder to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits such Restricted
Subsidiary from providing a Loan Guaranty;


 


(h) any subsidiary
of the Borrower where the provision of a Loan Guaranty would result in material adverse tax consequences to any Parent Company, Holdings,
the Borrower or any Restricted Subsidiary, as reasonably determined by the Borrower in consultation with the Administrative Agent; and


 


(i) any subsidiary
as reasonably agreed between the Borrower and the Administrative Agent;


 


provided,
however, that none of Holdings, the Borrower or any Discretionary Guarantor (subject to the final sentence of the definition of
 “Guarantor”) shall constitute an Excluded Subsidiary.


 


“Excluded Swap Obligation”
means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Loan Guaranty of such Guarantor
of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Loan Guaranty 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 “eligible
contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to
Section 3.20 of the Loan Guaranty and any other “keepwell,” support or other agreement for the benefit of such Guarantor)
at the time the Loan Guaranty of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation.
If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such
Swap Obligation that is attributable to swaps for which such Loan Guaranty or security interest is or becomes illegal.


 






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“Excluded Taxes”
means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation
of any Loan Party hereunder or under any other Loan Document, (a) Taxes imposed on (or measured by) its net income (however denominated)
and franchise Taxes, in each case, (i) imposed by the jurisdiction (or any political subdivision thereof) under the laws of which such
recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office
is located or (ii) that are Other Connection Taxes, (b) any branch profits Taxes imposed under Section 884(a) of the Code or any
similar Tax, imposed by any jurisdiction described in clause (a), (c) in the case of any Lender, any U.S. federal withholding Tax
that is imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment
that are (or would be) required to be withheld pursuant to a Requirement of Law in effect at the time such Lender becomes a party to this
Agreement (or designates a new lending office), except (i) pursuant to an assignment or designation of a new lending office under Section
2.19 and (ii) to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the designation of a new
lending office (or assignment), to receive additional amounts from any Loan Party with respect to such withholding Tax pursuant to Section 2.17,
(d) any Tax imposed as a result of a failure by the Administrative Agent or any Lender to comply with Section 2.17(f), (e)
any withholding Tax imposed under FATCA and (f) U.S. backup withholding taxes.


 


“Existing ABL Facility”
has the meaning assigned to such term in Section 4.01(o).


 


“Existing Term Facility”
has the meaning assigned to such term in Section 4.01(o).


 


“Extended Revolving
Credit Commitment” has the meaning assigned to such term in Section 2.23(a)(ii).


 


“Extended Revolving
Facility” has the meaning assigned to such term in Section 2.23(a)(ii).


 


“Extended Revolving
Loans” has the meaning assigned to such term in Section 2.23(a)(ii).


 


“Extended Term Facility”
has the meaning assigned to such term in Section 2.23(a)(iii).


 


“Extended Term Loans”
has the meaning assigned to such term in Section 2.23(a)(iii).


 


“Extension”
has the meaning assigned to such term in Section 2.23(a).


 


“Extension Offer”
has the meaning assigned to such term in Section 2.23(a).


 


“Facility”
means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or, except with respect
to Articles V and VI, hereof owned, leased, operated or used by the Borrower or any of its Restricted Subsidiaries.


 


“Failed Auction”
has the meaning assigned to such term in the definition of “Dutch Auction”.


 


“Fair Market Value”
means, with respect to any property, assets (including Capital Stock and Indebtedness) or obligations, the fair market value thereof as
such fair market value is determined in good faith by the Borrower (after taking into account, with respect to property and assets, any
liabilities with respect thereto that impact such fair market value).


 






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“FATCA” means
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable
and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements
entered into pursuant to 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.


 


“FCPA” has
the meaning assigned to such term in Section 3.17(b).


 


“Federal Funds Effective
Rate” means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal
Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average of the quotations for such day for such transactions received by Administrative Agent
from three Federal funds brokers of recognized standing selected by it.


 


“Fee Letter”
means that certain Amended and Restated Fee Letter, dated as of February 12, 2021, by and among Jefferies, Barclays and the other financial
institutions party thereto as Commitment Parties (as defined therein) and the Borrower, and any other fee letter with respect to the Credit
Facilities in effect on or after the Closing Date.


 


“First Lien Leverage
Ratio” means the ratio, as of any date of determination, of (a) Consolidated First Lien Debt as of the last day of the Test
Period then most recently ended to (b) Consolidated Adjusted EBITDA, in each case for the Borrower and its Restricted Subsidiaries on
a consolidated basis.


 


“First Priority Secured
Obligations” means the Secured Obligations in respect of the Initial Term Loans and any other Credit Facilities secured by the
Collateral on a pari passu basis with the Initial Term Loans (as incurred and secured on the Closing Date).


 


“Fiscal Quarter”
means a fiscal quarter of the Borrower of any Fiscal Year.


 


“Fiscal Year”
means the fiscal year of the Borrower based on a 52-53 week fiscal year ending the last Saturday of December unless otherwise permitted
under Section 6.13.


 


“Fixed Basket”
means any category or subcategory of exceptions, thresholds, baskets, or other provisions in this Agreement based on a fixed Dollar amount
and/or percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets as of any date of determination (including in Article
VI and the Fixed Incremental Amount and clause (b) or any sub-clause therein of the definition of Incremental Cap) or that
is not otherwise an Incurrence-Based Basket.


 


“Fixed Incremental
Amount” means an amount equal to (a) the greater of $255.0 million and an amount equal to 100% of Consolidated Adjusted EBITDA
for the most recently ended four (4) consecutive Fiscal Quarters for which financial statements are internally available, minus
(b) to the extent issued and/or incurred under this Fixed Incremental Amount, the aggregate principal amount of all Incremental Facilities
and Incremental Equivalent Debt, plus (c) the aggregate amount of voluntary Prepayments of indebtedness referred to in clause
(b) above and any Replacement Term Loans, Replacement Revolving Facility and Replacement Notes in respect thereof (with, in the case
of any revolving facility, a corresponding reduction in commitments) to the extent such Prepayments were not funded with Long-Term Funded
Indebtedness, plus (d) any amounts reallocated to the Fixed Incremental Amount from Section 6.01(u).


 






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“Flood Hazard Property”
means any parcel of any Real Estate Asset located in the U.S. in an area designated by the Federal Emergency Management Agency as having
special flood or mud slide hazards and for which flood insurance is required pursuant to the Flood Insurance Laws.


 


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


 


“floor” means
the benchmark rate floor applicable to each Facility, 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 USD LIBOR.


 


“Foreign Discretionary
Guarantor” means a Discretionary Guarantor that is organized in a jurisdiction outside of the United States.


 


“Foreign Lender”
means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“Foreign Subsidiary”
means any Restricted Subsidiary of the Borrower that is not a Domestic Subsidiary.


 


“Foreign Subsidiary
Holdco” means a direct or indirect Restricted Subsidiary of the Borrower that has no material assets other than the capital
stock and, if applicable, indebtedness of one or more subsidiaries that are Foreign Subsidiaries or other Foreign Subsidiary Holdcos.


 


“Fronted Delayed Draw
Term Loans” has the meaning assigned to such term in Section 2.07(c).


 


“Funding Account”
has the meaning assigned to such term in Section 2.03(h).


 


“GAAP” means
generally accepted accounting principles in the U.S. in effect and applicable to the accounting period in respect of which reference to
GAAP is made, subject to Section 1.04.


 


“Governmental Authority”
means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or
instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to any government or any court, in each case whether associated with a state or locality of the U.S., the U.S.
or a foreign government or any other political subdivision thereof, including central banks and supra national bodies.


 


“Governmental Authorization”
means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.


 


“Granting Lender”
has the meaning assigned to such term in Section 9.05(e).


 






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“Guarantee”
of or by any Person (as used in this definition, the “Guarantor”) means any obligation, contingent or otherwise,
of the Guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation of any
other Person (the “Primary Obligor”) in any manner and including any obligation of the Guarantor (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation or to purchase (or
to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other monetary obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or liquidity of the Primary Obligor so as to
enable the Primary Obligor to pay such Indebtedness or other monetary obligation, (d) as an account party in respect of any letter
of credit or letter of guaranty issued to support such Indebtedness or monetary obligation, (e) entered into for the purpose of
assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance
thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (f) secured by any Lien on any
assets of such Guarantor securing any Indebtedness or other monetary obligation of any other Person, whether or not such
Indebtedness or monetary other obligation is assumed by such Guarantor (or any right, contingent or otherwise, of any holder of such
Indebtedness or other monetary obligation to obtain any such Lien); provided that the term “Guarantee” shall not
include endorsements for collection or deposit in the ordinary course of business, or customary and reasonable indemnity obligations
in effect on the Closing Date or entered into in connection with any acquisition, Disposition or other transaction 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.


 


“Guarantor”
means Holdings, the Borrower, any Subsidiary Guarantor and any Discretionary Guarantor. Notwithstanding the foregoing, the Borrower
may elect, in its sole discretion (but subject to the consent of the Administrative Agent, such consent not to be unreasonably
withheld or delayed), to cause one or more Restricted Subsidiaries that are Excluded Subsidiaries or, without limiting the
obligation of Holdings and the Borrower to at all times be a Guarantor, one or more specified Parent Companies to become a Guarantor
(any such person, a “Discretionary Guarantor”) by causing such Person to execute a joinder to the Loan Guaranty
(in substantially the form attached as an exhibit thereto) and to satisfy the requirements of Section 5.12, the Collateral
and Guarantee Requirement and the Perfection Requirements (as if such Person was a newly formed Restricted Subsidiary that is not an
Excluded Subsidiary but without regard to the time periods specified therein, provided that such entity shall not be deemed a
Guarantor or Discretionary Guarantor until such entity has complied with such requirements); provided, that (i) in the case
of any Foreign Discretionary Guarantor, the jurisdiction of such person is reasonably satisfactory to the Administrative Agent (it
being understood that Canada shall be deemed to be a jurisdiction that is reasonably satisfactory to the Administrative Agent) and
(ii) Administrative Agent shall have received at least two (2) Business Days prior to such Person becoming a Guarantor all
documentation and other information in respect of such person required under applicable “know your customer” and
anti-money laundering rules and regulations (including the USA Patriot Act); provided, further, that notwithstanding anything to the
contrary, no Parent Company that becomes a Discretionary Guarantor shall be required to grant (but may grant at the Borrower’s
election) any Liens or provide any Collateral or other security for its obligations. Any such Discretionary Guarantor shall be
treated as and shall be subject to all provisions applicable to Loan Parties and Guarantors and shall not otherwise be treated as or
subject to the provisions applicable to Excluded Subsidiaries on the basis for which such Person constituted an Excluded Subsidiary
at the time of such designation; provided that no Parent Company that is a Discretionary Guarantor shall be treated as a Loan
Party or Guarantor for purposes of Article VI or any exceptions, thresholds or baskets applicable to or available to any
Person on the basis that such Parent Company is a Loan Party or Guarantor for so long as such Parent Company has not granted any
Liens or provided any Collateral or other security for its obligations and otherwise complied with the Collateral and Guarantee
Requirement and Perfection Requirements (as if such Person was a newly formed Restricted Subsidiary that is not an Excluded
Subsidiary but without regard to the time periods specified therein).


 






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“Hazardous Materials”
means any chemical, material, substance or waste, or any constituent thereof, which is prohibited, defined, listed or regulated as “toxic”,
 “hazardous” or as a “pollutant” or “contaminant” or words of similar meaning or effect by any Environmental
Law.


 


“Hazardous Materials
Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Material, including
the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement,
generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of
any Hazardous Material, and any corrective action or response action with respect to any of the foregoing.


 


“Hedge Agreement”
means any agreement with respect to any Derivative Transaction between any Loan Party or any Restricted Subsidiary and any other Person.


 


“Hedging Obligations”
means, with respect to any Person, the obligations of such Person under any Hedge Agreement.


 


“Hillman Trust”
means Hillman Group Capital Trust, a Delaware business statutory trust.


 


“HMAN” means
HMAN Group Holdings, Inc., a Delaware corporation.


 


“Holding Company”
means either Holdings or any Parent Company that becomes a Discretionary Guarantor or both Holdings and any Parent Company that becomes
a Discretionary Guarantor.


 


“Holdings”
has the meaning assigned to such term in the preamble to this Agreement, together with any successors and assignees permitted hereunder.


 


“IFRS” means
international accounting standards within the meaning of the IAS Regulation 1606/2002, as in effect from time to time (subject to the
provisions of Section 1.04), to the extent applicable to the relevant financial statements.


 


“Immaterial Subsidiary”
means, as of any date of determination, any Restricted Subsidiary of the Borrower that has been designated by the Borrower as an “Immaterial
Subsidiary” for purposes of this Agreement, provided that the Consolidated Total Assets and Consolidated Adjusted EBITDA
(as so determined) of all such designated Immaterial Subsidiaries that would otherwise be required to be Subsidiary Guarantors shall not
exceed 5.0% of Consolidated Total Assets and 5.0% of Consolidated Adjusted EBITDA, in each case, of the Borrower and its Restricted Subsidiaries
for the relevant Test Period; provided, further, that, at all times prior to the first delivery of financial statements
pursuant to Section 5.01(a) or (b), this definition shall be applied based on the pro forma consolidated financial statements
delivered pursuant to Section 4.01.


 


“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.


 






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“Incremental Cap”
means:


 


(a)       the
Fixed Incremental Amount; plus


 


(b)       the
aggregate amount of voluntary Prepayments of (i) the Term Loans and any other Indebtedness incurred under this Agreement (to the extent
consisting of revolving credit Indebtedness, to the extent accompanied by a corresponding permanent reduction of the commitments in respect
thereof), (ii) any Incremental Term Facilities, Incremental Equivalent Debt, and other Indebtedness that is secured by a Lien on the Collateral
on a pari passu or senior basis with the First Priority Secured Obligations and any permanent reduction of the ABL Facility and
any other revolving credit facility that is secured by a Lien on the Collateral on a pari passu or senior basis with the First
Priority Secured Obligations, in each case, to the extent not increasing the Fixed Incremental Amount pursuant to clause (c) of
the definition thereof, and (iii) any Replacement Term Loans, Replacement Revolving Facility and Replacement Notes in respect of the preceding
sub-clause  (i) and (ii) of this clause (b) (the indebtedness described in sub-clauses (i), (ii)
and (iii), collectively, “Specified Debt”); provided, that, in each case, (A) the relevant Prepayment
is not funded with Long-Term Funded Indebtedness, and (B) any such increase in the Incremental Cap resulting from such Prepayments of
(x) Indebtedness secured on a junior priority basis with respect to the Collateral to the extent initially incurred in reliance on clause
(c) below may only be used to incur Incremental Facilities or Incremental Equivalent Debt under this clause (b) that is secured
on a junior priority basis with respect to the Collateral or unsecured and (y) unsecured Indebtedness to the extent initially incurred
in reliance on clause (c) below may only be used to incur Incremental Facilities or Incremental Equivalent Debt under this clause
(b) that is unsecured unless such Indebtedness could have, at the time of incurrence thereof, been incurred as Indebtedness secured
on a junior priority basis with respect to the Collateral, in which case any repayment thereof may only be used to incur Incremental Facilities
or Incremental Equivalent Debt that is secured on a junior priority basis with respect to the Collateral or unsecured; plus


 


(c)       an
unlimited amount so long as, in the case of this clause (c), after giving effect to the relevant Incremental Facility and
the incurrence of Indebtedness thereunder (in the case of any delayed draw Incremental Term Facility, at the election of the Borrower,
either at the time of the establishment thereof or at the time of each applicable incurrence with respect thereto),


 


(i)       if
such Incremental Facility is secured by a Lien on the Collateral that is pari passu with the Lien securing the First Priority Secured
Obligations, (A) the First Lien Leverage Ratio would not exceed 3.50:1.00 or (B) if being utilized to finance Permitted Acquisitions (other
than the Merger) and similar Investments and related transactions (including refinancing of existing Indebtedness), the First Lien Leverage
Ratio would not exceed the greater of 3.50:1.00 and the First Lien Leverage Ratio as of the then-most recently completed fiscal quarter,


 


(ii)       if
such Incremental Facility is secured by a Lien on the Collateral that is junior in priority to the Lien securing the Initial Term Loans,
(A) the Secured Leverage Ratio would not exceed 5.00:1.00 or (B) if being utilized to finance Permitted Acquisitions (other than the Merger)
and similar Investments and related transactions (including refinancing of existing Indebtedness), the Secured Leverage Ratio would not
exceed the greater of 5.00:1.00 and the Secured Leverage Ratio as of the then-most recently completed fiscal quarter, and


 






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(iii)       if
such Incremental Facility is unsecured, (A) either (x) the Total Leverage Ratio would not exceed 5.25:1.00 or (y) the Net Interest Coverage
Ratio is not less than 2.00:1.00 or (B) if being utilized to finance Permitted Acquisitions (other than the Merger) and similar Investments
and related transactions (including refinancing of existing Indebtedness), either (x) the Total Leverage Ratio would not exceed the greater
of 5.25:1.00 and the Total Leverage Ratio as of the then-most recently completed fiscal quarter or (y) the Net Interest Coverage Ratio
is not less than the lesser of 2.00:1.00 and the Net Interest Coverage Ratio as of the then-most recently completed fiscal quarter,


 


in the case of each
of the foregoing clauses (i), (ii) and (iii), calculated on a Pro Forma Basis as of the last day of the most recent
period of four (4) consecutive Fiscal Quarters then ended for which financial statements are internally available, including the application
of the proceeds thereof (without “netting” the Cash proceeds of the applicable Incremental Facility) and related transactions
(and giving effect to other permitted pro forma adjustments), and, in the case of (I) any Incremental Revolving Facility being established
at such time, assuming a full drawing under such Incremental Revolving Facility then being established and (II) any Incremental Term Facility
that is a delayed draw term facility being established at such time, either assuming a full drawing of such delayed draw term facility
then being established or having each drawing thereunder be subject to satisfaction of the applicable financial ratio set forth above.


 


“Incremental Commitment”
means any commitment made by a lender to provide all or any portion of any Incremental Facility or Incremental Loans.


 


“Incremental Equivalent
Debt” has the meaning assigned to such term in Section 6.01(z).


 


“Incremental Facilities”
has the meaning assigned to such term in Section 2.22(a).


 


“Incremental Facility
Amendment” means an amendment to this Agreement executed by (a) Holdings the Borrower and the Guarantors, (b) solely to the
extent adversely affecting the rights and interests of the Administrative Agent, the Administrative Agent and (c) each Lender that agrees
to provide all or any portion of such Incremental Term Facility or Incremental Revolving Facility, as applicable, being incurred pursuant
thereto and in accordance with Section 9.02(c).


 


“Incremental Loans”
has the meaning assigned to such term in Section 2.22(a).


 


“Incremental Revolving
Commitment” means any commitment made by a lender to provide all or any portion of any Incremental Revolving Facility.


 


“Incremental Revolving
Facility” has the meaning assigned to such term in Section 2.22(a).


 


“Incremental Revolving
Loans” has the meaning assigned to such term in Section 2.22(a).


 


“Incremental Term Facility”
has the meaning assigned to such term in Section 2.22(a).


 


“Incremental Term Loans”
has the meaning assigned to such term in Section 2.22(a).


 


“Incurrence-Based
Basket” means any category (or subcategory) of exceptions, thresholds, baskets, or other provisions in this Agreement
based on complying or subject to compliance (including on a Pro Forma Basis) with any financial ratio (including, without
limitation, any First Lien Leverage Ratio, any Secured Leverage Ratio, any Total Leverage Ratio, any Net Interest Coverage Ratio,
availability and funding of any Initial Delayed Draw Term Loans and/or clause (c) (or sub-clause) of the definition of
Incremental Cap).


 






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“Indebtedness”
as applied to any Person means, without duplication, (a) all indebtedness for borrowed money; (b) that portion of obligations with respect
to Capital Leases to the extent recorded as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in
accordance with GAAP; (c) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments to the extent the
same would appear as indebtedness on a balance sheet (including the footnotes thereto) of such Person prepared in accordance with GAAP;
(d) any obligation owed for all or any part of the deferred purchase price of property or services (other than any earn out obligation,
purchase price and working capital adjustment obligations and any similar obligation except to the extent reflected as a liability on
the balance sheet (excluding the footnotes thereto) in accordance with GAAP and not paid within thirty (30) days after becoming due and
payable), which purchase price is due more than three hundred sixty four (364) days from the date of incurrence of the obligation in respect
thereof; (e) all Indebtedness of other Persons secured by any Lien on any property or asset owned or held by such Person regardless of
whether the Indebtedness secured thereby shall have been assumed by such Person in an amount equal to the lesser of (i) the aggregate
unpaid amount of such Indebtedness and (ii) the Fair Market Value of the property or asset subject to such Lien; (f) the face amount of
any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for reimbursement of drawings;
(g) the Guarantee by such Person of the Indebtedness of another; (h) all obligations of such Person in respect of any Disqualified Capital
Stock and (i) all net obligations of such Person in respect of any Derivative Transaction, including any Hedge Agreement, whether or not
entered into for hedging or speculative purposes. For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness
of any partnership or any joint venture (other than any joint venture that is itself a corporation or limited liability company) in which
such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise
limited and only to the extent such Indebtedness would otherwise be included in the calculation of Consolidated Total Debt; provided
that, notwithstanding anything herein to the contrary, the term “Indebtedness” shall exclude, and shall be calculated without
giving effect to, (A) the effects of Accounting Standards Codification Topic 815 and related interpretations to the extent such effects
would otherwise increase or decrease an amount of Indebtedness for any purpose hereunder as a result of accounting for any embedded derivatives
created by the terms of such Indebtedness and any such amounts that would have constituted Indebtedness hereunder but for the application
of this proviso shall not be deemed an incurrence of Indebtedness hereunder, (B) the effects of Statement of Financial Accounting Standards
No. 133 and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any
purpose under this Agreement as a result of accounting for any embedded derivative created by the terms of such Indebtedness (it being
understood that any such amounts that would have constituted Indebtedness under this Agreement but for the application of this sentence
shall not be deemed to be an incurrence of Indebtedness under this Agreement), (C) liabilities under vendor agreements to the extent
such liabilities may be satisfied exclusively through non-cash means such as purchase volume earning credits, (D) reserves for deferred
taxes (or obligation to make any distributions or Restricted Payments in respect thereof), (E) any obligations incurred under ERISA, (F)
any obligations incurred under applicable minimum standards pension legislation or statutory benefit plan administered by a Governmental
authority, (G) accrued expenses and trade accounts payable in the ordinary course of business (including on an inter-company basis), (H)
liabilities associated with customer prepayments and deposits, (I) Indebtedness that is non-recourse to the credit of such Person
and (J) for all purposes under this Agreement other than for purposes of Section 6.01, intercompany Indebtedness among Holdings
and its Restricted Subsidiaries; provided, further, that the principal amount of any Indebtedness shall be determined in
accordance with Section 1.08.


 






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“Indemnified Taxes”
means Taxes, other than Excluded Taxes and Other 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.


 


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


 


“Information”
has the meaning assigned to such term in Section 3.11(a).


 


“Initial Committed
Lenders” means Jefferies and Barclays in their capacities as Lenders on the Closing Date.


 


“Initial Delayed Draw
Term Facility” means the Initial Delayed Draw Term Loan Commitments and the Initial Delayed Draw Term Loans.


 


“Initial Delayed Draw
Term Lender” means any Lender with an Initial Delayed Draw Term Loan Commitment or an outstanding Initial Delayed Draw Term
Loan. From and after the date of any borrowing of any Initial Delayed Draw Term Loans, each Initial Delayed Draw Term Lender shall be
deemed an Initial Term Lender for all purposes hereunder.


 


“Initial Delayed Draw
Term Loan Commitment” means, with respect to each Term Lender, the commitment of such Term Lender to make Initial Delayed Draw
Term Loans hereunder in an aggregate amount not to exceed the amount set forth opposite such Initial Delayed Draw Term Lender’s
name on the Commitment Schedule, as the same may be (a) reduced from time to time pursuant to Section 2.09, or (b) reduced or increased
from time to time pursuant to assignments by or to such Term Lender pursuant to Section 9.05. The aggregate amount of the Term
Lenders’ Initial Delayed Draw Term Loan Commitments as of the Closing Date is $200.0 million.


 


“Initial Delayed Draw
Term Loan Commitment Expiration Date” has the meaning assigned to such term in Section 2.02(c).


 


“Initial Delayed Draw
Term Loan Commitment Fee Rate” means, (i) for the period from (and including) the Closing Date to (but excluding) the date that
is sixty (60) days after the Closing Date, 0.00% per annum, (ii) for the period from (and including) the date that is sixty-one (61) days
after the Closing Date to (but excluding) the date that is one hundred twenty (120) days after the Closing Date, a rate per annum equal
to 50% of the Applicable Rate for Initial Term Loans that are LIBO Rate Loans, and (iii) for the period from (and including) the date
that is one hundred twenty-one (121) days after the Closing Date to (but excluding) the Initial Delayed Draw Term Loan Commitment Expiration
Date, a rate per annum equal to 100% of the Applicable Rate for Initial Term Loans that are LIBO Rate Loans, in each case, on the average
daily unused portion of the Initial Delayed Draw Term Loan Commitments of non-defaulting Lenders with Initial Delayed Draw Term Loan Commitments,
payable quarterly in arrears, and calculated on the basis of a 360-day year and shall be payable for the actual days elapsed (including
the first day but excluding the last day).


 


“Initial Delayed Draw
Term Loan Extension” means the making of an Initial Delayed Draw Term Loan.


 


“Initial Delayed Draw
Term Loans” means the delayed draw term loans made by the Term Lenders to the Borrower pursuant to Section 2.01(a)(ii).
From and after the date of any borrowing of any Initial Delayed Draw Term Loans, each Initial Delayed Draw Term Loan shall be deemed an
Initial Term Loan hereunder and part of the same Class as the Initial Term Loans for all purposes hereunder.


 






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“Initial Loans”
means the Initial Term Loans and the funded Initial Delayed Draw Term Loans.


 


“Initial Term Facility”
means the Initial Term Loan Commitment and the Initial Term Loans and other extensions of credit thereunder.


 


“Initial Term Lender”
means any Lender with an Initial Term Loan Commitment or holding Initial Term Loans.


 


“Initial Term Loan
Commitment” means, with respect to each Initial Term Lender, the commitment of such Initial Term Lender to make Initial Term
Loans hereunder in an aggregate amount not to exceed the amount set forth opposite such Initial Term Lender’s name on the Commitment
Schedule, as the same may be (a) reduced from time to time pursuant to Section 2.09 and (b) reduced or increased from time to time
pursuant to (i) assignments by or to such Initial Term Lender pursuant to Section 9.05 or (ii) an Additional Term Commitment of
the same Class. The aggregate amount of the Initial Term Loan Commitments on the Closing Date is $835.0 million.


 


“Initial Term Loan
Maturity Date” means the date that is seven (7) years after the Closing Date.


 


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


 


“Intellectual Property
Security Agreement” means any agreement, including any supplement thereto, executed on or after the Closing Date confirming
or effecting the grant of any Lien on IP Rights owned by any Loan Party to the Administrative Agent, for the benefit of the Secured Parties,
in accordance with this Agreement and the Security Agreement, including any of the following: (a) a Trademark Security Agreement substantially
in the form attached as an exhibit to the Security Agreement, (b) a Patent Security Agreement substantially in the form attached as an
exhibit to the Security Agreement or (c) a Copyright Security Agreement attached as an exhibit to the Security Agreement, together with
any and all supplements or amendments thereto.


 


“Intercreditor Agreement”
means the ABL Intercreditor Agreement, the Pari Passu Intercreditor Agreement (if any) and/or the Junior Lien Intercreditor Agreement
(if any), as the context may require.


 


“Interest Election
Request” means a request by the Borrower in the form of Exhibit D or another form reasonably acceptable to the Administrative
Agent to convert or continue a Borrowing in accordance with Section 2.08.


 


“Interest Payment Date”
means (a) with respect to any ABR Loan, the last Business Day of each March, June, September and December (commencing on September 30,
2021) or the maturity date applicable to such Loan, (b) with respect to any LIBO Rate Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a LIBO Rate Borrowing with an Interest Period of more than three (3)
months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three (3) months’
duration been applicable to such Borrowing and (c) to the extent necessary to create a fungible Class of Loans in connection with the
incurrence of any Additional Loans, as reasonably determined by the Administrative Agent and the Borrower, the date of the incurrence
of such Additional Loans.


 






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“Interest Period”
means with respect to any LIBO Rate Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding
day in the calendar month that is one (1), two (2), three (3) or six (6) months (or, to the extent available to all relevant affected
Lenders, twelve (12) months or a shorter period) 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 and (ii) any Interest Period 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. 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.


 


“Investment”
means (a) any purchase or other acquisition by the Borrower or any of its Restricted Subsidiaries of any of the Securities of any other
Person (other than any Loan Party), (b) the acquisition by purchase or otherwise (other than any purchase or other acquisition of inventory,
materials, supplies and/or equipment in the ordinary course of business) of all or substantially all of the business, property or fixed
assets of any other Person or any division or line of business or other business unit of any other Person and (c) any loan, advance (other
than any advance to any current or former employee, officer, director, member of management, manager, consultant or independent contractor
of the Borrower, any Restricted Subsidiary or any Parent Company for moving, entertainment and travel expenses, drawing accounts and similar
expenditures in the ordinary course of business) or capital contribution by the Borrower or any of its Restricted Subsidiaries to any
other Person. Subject to Section 5.10, the amount of any Investment shall be the original cost of such Investment, plus
the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs
with respect thereto, but giving effect to any repayments of principal in the case of any Investment in the form of a loan and any return
of capital or return on Investment in the case of any equity Investment (whether as a distribution, dividend, redemption or sale but not
in excess of the amount of the relevant initial Investment) and in each case, the amount of any Investment shall be determined in accordance
with Section 1.08.


 


“Investors”
means (a) the Sponsor, (b) the Co-Investors and (c) any other Person making a cash equity investment directly or indirectly in any Parent
Company after the Closing Date, so long as in the case of this clause (c), (i) no such Person’s direct or indirect beneficial
ownership of Holdings is greater than the Sponsor’s direct or indirect beneficial ownership of Holdings, and (ii) the aggregate
direct or indirect beneficial ownership of Holdings by such Persons does not exceed 40% of the aggregate direct or indirect beneficial
ownership of Holdings of all Investors collectively, in each case, other than any Person who is a Lender on the Closing Date (and such
Person shall not be deemed to be an Affiliate of an Investor under this Agreement).


 


“IP Rights”
has the meaning assigned to such term in Section 3.05(c).


 


“IRS” means
the U.S. 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.


 


“Jefferies”
has the meaning assigned to such term in the preamble to this Agreement.


 






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“Junior Debentures”
means the junior subordinated debentures issued by The Hillman Companies, Inc. to the Hillman Trust pursuant to the Junior Debentures
Indenture.


 


“Junior Debentures
Indenture” means the indenture dated September 5, 1997 between The Hillman Companies, Inc. (as successor to the original issuer
thereunder) and The Bank of New York as the trustee.


 


“Junior Debentures
Redemption” has the meaning assigned to such term in Section 4.01(p).


 


“Junior Lien Indebtedness”
means any Indebtedness that is secured by a Lien on the Collateral (other than Indebtedness among Holdings and/or its subsidiaries) that
is contractually junior or subordinated to the Lien on the Collateral securing the Initial Term Loans.


 


“Junior Lien Intercreditor
Agreement” means the Intercreditor Agreement substantially in the form of Exhibit N hereto.


 


“Landcadia Parent”
means Landcadia Holdings III, Inc., a Delaware corporation, to be renamed Hillman Solutions Corp. after consummation of the Merger.


 


“Landcadia Stock Redemption”
has the meaning assigned to such term in the Recitals to this Agreement.


 


“Landcadia Stock Redemption
Amount” means an amount equal to the aggregate cash amount of the Landcadia Stock Redemption.


 


“Latest Maturity Date”
means, as of any date of determination, the latest maturity or expiration date applicable to any Loan or commitment hereunder at such
time, including the latest maturity or expiration date of any Initial Term Loan, Additional Term Loan, Additional Revolving Loan or Additional
Commitment.


 


“Latest Revolving Loan
Maturity Date” means, as of any date of determination, the latest maturity or expiration date applicable to any Additional Revolving
Loan or any Additional Revolving Commitment.


 


“Latest Term Loan Maturity
Date” means, as of any date of determination, the latest maturity or expiration date applicable to any term loan or term commitment
hereunder at such time, including the latest maturity or expiration date of any Term Loan or any Additional Term Commitment.


 


“LCT Election”
has the meaning assigned to such term in Section 1.10(a).


 


“LCT Test Date”
has the meaning assigned to such term in Section 1.10(a).


 


“Legal Reservations”
means the application of relevant Debtor Relief Laws, general principles of equity and/or principles of good faith and fair dealing.


 


“Lenders”
means the Initial Term Lenders, any Additional Lender, any lender with a Commitment or an outstanding Loan and any other Person that becomes
a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment
and Assumption.


 






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“Letter-of-Credit Right”
has the meaning set forth in Article 9 of the UCC.


 


“LIBO Rate”
means, the Published LIBO Rate, as adjusted to reflect applicable reserves prescribed by governmental authorities; provided that, in no
event shall the LIBO Rate be less than 0.50% per annum.


 


“LIBO Rate Loan”
means a Loan bearing interest at a rate determined by reference to the LIBO Rate.


 


“Lien” means
any mortgage, pledge, hypothecation, deed of trust, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or
preference, priority or other security interest or preferential arrangement 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 Capital Lease
having substantially the same economic effect as any of the foregoing), in each case, in the nature of security; provided that
in no event shall an operating lease in and of itself be deemed to constitute a Lien on any asset.


 


“Limited Condition
Transaction” has the meaning assigned to such term in Section 1.10(a).


 


“Loan Documents”
means this Agreement, any Promissory Note, each Loan Guaranty, the Collateral Documents, the ABL Intercreditor Agreement, any other applicable
Acceptable Intercreditor Agreement and any other document or instrument designated by the Borrower and the Administrative Agent as a “Loan
Document.” Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits
or schedules thereto.


 


“Loan Guaranty”
means (a) the Loan Guaranty, dated as of the Closing Date, substantially in the form of Exhibit H, among Holdings, the Borrower
and each other Loan Party and by the Administrative Agent for the benefit of the Secured Parties, (b)(i) each other guaranty agreement
in substantially the form attached as Exhibit H, (ii) another form of guaranty that is otherwise reasonably satisfactory to the
Administrative Agent and the Borrower or (iii) any supplement or joinder to any of the foregoing, in each case, executed by any Person
pursuant to Section 5.12 or as provided in the definition of “Guarantor”.


 


“Loan Installment Date”
has the meaning assigned to such term in Section 2.10(a).


 


“Loan Parties”
means Holdings, the Borrower, each other Guarantor, and in each case their respective successors and permitted assigns.


 


“Loans” means
any Initial Term Loan, any Initial Delayed Draw Term Loan, and, if applicable, any Additional Term Loan, any Additional Revolving Loan
and any loan under any other Credit Facility.


 


“Long-Term Funded Indebtedness”
means any funded Indebtedness of the Borrower or its Restricted Subsidiaries having a maturity of greater than one (1) year; provided,
that Long-Term Funded Indebtedness shall exclude all Indebtedness under any revolving credit facility or line of credit.


 


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


 






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“Market
Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common Capital Stock of
any applicable Parent Company on the date of the declaration of a Restricted Payment permitted pursuant to Section
6.04(a)(viii) multiplied by (ii) the arithmetic mean of the closing prices per share of such common Capital Stock on the
principal securities exchange on which such common Capital Stock are traded for the thirty (30) consecutive trading days immediately
preceding the date of declaration of such Restricted Payment.


 


“Material Adverse Effect”
means (a) for any purpose on or prior to the Closing Date, a Closing Date Material Adverse Effect and (b) for any purpose after the Closing
Date, a material adverse effect on (i) the business, assets, financial condition or results of operations, in each case, of Holdings,
the Borrower and its Restricted Subsidiaries, taken as a whole, (ii) the rights and remedies (taken as a whole) of the Administrative
Agent (on behalf of the Lenders) under the applicable Loan Documents or (iii) the ability of the Loan Parties (taken as a whole) to perform
their payment obligations under the applicable Loan Documents.


 


“Material Debt Instrument”
means any promissory note payable to, or in favor, of a Loan Party with an aggregate principal amount outstanding, in each case, of not
less than $20.0 million.


 


“Material Real Estate
Asset” means (a) on the Closing Date, each “fee-owned” Real Estate Asset located in the United States having a Fair
Market Value in excess of $20.0 million, which such properties are listed on Schedule 1.01(b) and (b) any “fee-owned”
Real Estate Asset located in the United States and acquired by any Loan Party after the Closing Date having a Fair Market Value in excess
of $20.0 million as of the date of acquisition thereof.


 


“Maturity Date”
means (a) with respect to the Initial Term Loans, the Initial Term Loan Maturity Date, (b) as to any Replacement Term Loans incurred pursuant
to Section 9.02(c), the final maturity date for such Replacement Term Loan as set forth in the applicable Refinancing Amendment,
(c) as to any Replacement Revolving Facility established pursuant to Section 9.02(c), the final maturity date for such
Replacement Revolving Facility as set forth in the applicable Refinancing Amendment, (d) with respect to any Incremental Term Loans,
the final maturity date set forth in the applicable documentation with respect thereto, (e) with respect to any Incremental Revolving
Facility, the final maturity date set forth in the applicable documentation with respect thereto, (f) with respect to any Extended Revolving
Credit Commitment or Extended Term Loans, the final maturity date set forth in the applicable Extension Offer accepted by the respective
Lender or Lenders, and (g) with respect to any other Loans, the final maturity date for such Loans as set forth in the applicable Credit
Facility.


 


“Maximum Rate”
has the meaning assigned to such term in Section 9.19.


 


“Merger”
has the meaning assigned to such term in the Recitals to this Agreement.


 


“Merger Agreement”
means that certain Agreement and Plan of Merger, made and entered into as of January 24, 2021, and as amended by the First Amendment to
Agreement and Plan of Merger, dated as of March 12, 2021, by and among, inter alios, Landcadia Parent, Merger Sub, HMAN, and the
other parties thereto, together with the schedules and exhibits thereto (including the Company Disclosure Letter (as defined in the Merger
Agreement)).


 


“Merger Sub”
means Helios Sun Merger Sub, Inc., a Delaware corporation.


 


“Minimum Extension
Condition” has the meaning assigned to such term in Section 2.23(b).


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 






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“Mortgage”
means any mortgage, deed of trust or other agreement which conveys or evidences a mortgage lien in favor of the Administrative Agent,
for the benefit of the Administrative Agent and the relevant Secured Parties, on any Material Real Estate Asset constituting Collateral.


 


“Mortgage Policies”
has the meaning assigned to such term in the definition of “Collateral and Guarantee Requirement”.


 


“Multiemployer Plan”
means any employee benefit plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA, that is subject
to the provisions of Title IV of ERISA, and in respect of which the Borrower or any of its Restricted Subsidiaries, or any of their respective
ERISA Affiliates, makes or is obligated to make contributions or with respect to which any of them has any ongoing obligation or liability,
contingent or otherwise.


 


“Narrative Report”
means, with respect to the financial statements with respect to which it is delivered, a management discussion and narrative report describing
the operations of Holdings, the Borrower and its Restricted Subsidiaries for the applicable Fiscal Quarter or Fiscal Year and for the
period from the beginning of the then-current Fiscal Year to the end of the period to which the relevant financial statements relate.


 


“Net Insurance/Condemnation
Proceeds” means an amount equal to: (a) any Cash payments or proceeds (including Cash Equivalents) received by the Borrower
or any of its Restricted Subsidiaries (i) under any casualty insurance policy in respect of a covered loss thereunder of any assets
of the Borrower or any of its Restricted Subsidiaries or (ii) as a result of the taking of any assets of the Borrower or any of its
Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any
such assets to a purchaser with such power under threat of such a taking, minus (b) (i) any actual out-of-pocket costs and expenses
incurred by the Borrower or any of its Restricted Subsidiaries in connection with the adjustment, settlement or collection of any claims
of the Borrower or the relevant Restricted Subsidiary in respect thereof, (ii) payment of the outstanding principal amount of, premium
or penalty, if any, and interest and other amounts on any Indebtedness (other than the Loans and any Indebtedness secured by a Lien that
is pari passu with or expressly subordinated to the Lien on the Collateral securing the Secured Obligations) that is secured by
a Lien on the assets in question and that is required to be repaid or otherwise comes due or would be in default under the terms thereof
as a result of such loss, taking or sale, (iii) in the case of a taking, the reasonable out-of-pocket costs of putting any affected property
in a safe and secure position, (iv) any selling costs and out-of-pocket expenses (including reasonable broker’s fees or commissions,
legal fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording
charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees
actually incurred and paid to unaffiliated third parties in connection therewith, transfer and similar Taxes and the Borrower’s
good faith estimate of income Taxes paid or payable) in connection with any sale or taking of such assets as described in clause (a)
of this definition, (v) any amounts provided as a reserve in accordance with GAAP against any liabilities under any indemnification obligation
or purchase price adjustments associated with any sale or taking of such assets as referred to in clause (a) of this definition
(provided that to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net
Insurance/Condemnation Proceeds) and (vi) in the case of any covered loss or taking from a non-Wholly-Owned Subsidiary, the pro rata
portion thereof (calculated without regard to this clause (vi)) attributable to minority interests and not available for distribution
to or for the account of the Borrower or a Wholly-Owned Subsidiary as a result thereof.


 


“Net Interest Coverage
Ratio” means, as of any date of determination, the ratio of (a) Consolidated Adjusted EBITDA to (b) Consolidated Interest Expense,
in each case for the Borrower and its Restricted Subsidiaries on a consolidated basis.


 









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“Net Proceeds”
means (a) with respect to any Disposition (including any Prepayment Asset Sale), the Cash proceeds (including Cash Equivalents and Cash
proceeds subsequently received (as and when received) in respect of non-Cash consideration initially received), net of (i) selling costs
and out-of-pocket expenses (including reasonable broker’s fees or commissions, legal fees, accountants’ fees, investment banking
fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes,
other customary expenses and brokerage, consultant and other customary fees actually incurred and paid to unaffiliated third parties in
connection therewith and transfer and similar Taxes and the Borrower’s good faith estimate of income Taxes paid or payable (including
pursuant to Tax sharing arrangements or any Tax distributions) in connection with such Disposition, including, in the case of a Disposition
by a Foreign Subsidiary, any additional Taxes that are or would be payable or reserved against as a result of repatriation), (ii) amounts
provided as a reserve in accordance with GAAP against any liabilities under any indemnification obligation or purchase price adjustment
associated with such Disposition (provided that to the extent and at the time any such amounts are released from such reserve,
such amounts shall constitute Net Proceeds), (iii) the principal amount, premium or penalty, if any, interest and other amounts on any
Indebtedness (other than the Loans and any other Indebtedness secured by a Lien that is pari passu with or expressly subordinated
to the Lien on the Collateral securing the Secured Obligations) which is secured by the asset sold in such Disposition and which is required
to be repaid or otherwise comes due or would be in default and is repaid (other than any such Indebtedness that is assumed by the purchaser
of such asset) (iv) Cash escrows (until released from escrow to the Borrower or any of its Restricted Subsidiaries) from the sale
price for such Disposition and (v) in the case of any Disposition by a non-Wholly-Owned Subsidiary, the pro rata portion of the
Net Proceeds thereof (calculated without regard to this clause (v)) attributable to minority interests and not available for distribution
to or for the account of the Borrower or a Wholly-Owned Subsidiary as a result thereof; and (b) with respect to any issuance or incurrence
of Indebtedness or Capital Stock, the Cash proceeds thereof, net of all Taxes and customary fees, commissions, costs, underwriting discounts
and other fees and expenses incurred in connection therewith.


 


“Non-Consenting Lender”
has the meaning assigned to such term in Section 2.19(b).


 


“Non-Debt Fund Affiliate”
means the Investors and any Affiliates of the Investors (other than Holdings, the Borrower and their respective subsidiaries, a natural
person or any Affiliate thereof that is a Debt Fund Affiliate), and any direct or indirect parent of Holdings.


 


“Non-Guarantor Subsidiary”
means any subsidiary of the Borrower that is not a Subsidiary Guarantor.


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest (including interest, fees and expenses accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the
Loans, Commitments, all accrued and unpaid fees, premiums and all expenses, reimbursements, indemnities and all other liabilities and
obligations of the Loan Parties to the Lenders or to any Lender, the Administrative Agent or any indemnified party arising under the Loan
Documents in respect of any Loans, whether direct or indirect (including those acquired by assumption), absolute, contingent, due or to
become due, now existing or hereafter arising.


 


“OFAC” has
the meaning assigned to such term in Section 3.17(a).


 


“Organizational
Documents” means (a) with respect to any corporation, its certificate or articles of incorporation or organization and its
by-laws, (b) with respect to any limited partnership, its certificate of limited partnership and its partnership agreement, (c) with
respect to any general partnership, its partnership agreement, (d) with respect to any limited liability company, its articles of
organization or association or certificate of formation or incorporation, and its operating agreement, and (e) with respect to any
other form of entity, such other organizational documents required by local law or customary under such jurisdiction to document the
formation and governance principles of such type of entity. In the event that any term or condition of this Agreement or any other
Loan Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the
reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such
governmental official.


 






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“Other Agreed Adjustments”
means any add-backs and adjustments (including pro forma adjustments of the type in clause (b)(xi) of the definition of “Consolidated
Adjusted EBITDA”), to the extent not otherwise included in Consolidated Net Income, of the type reflected in (a) the Sponsor Model,
(b) the draft of the financial accounting due diligence report delivered to the Arrangers on or about September, 2020, and (c) any confidential
information memorandum, lender presentations and other marketing materials in respect of the Initial Term Facility and the Initial Delayed
Draw Term Facility, in each case, which add-backs and adjustments shall not, for the avoidance of doubt, be limited to the time periods
or amounts in respect of which such add backs and adjustments were identified therein.


 


“Other Applicable Indebtedness”
has the meaning assigned to such term in Section 2.11(b)(ii).


 


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


 


“Other Taxes”
means any and all present or future stamp, court or documentary Taxes or any intangible, recording, filing or other similar Taxes, charges
or similar levies arising 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, this Agreement or any other Loan Document, but not
including, for the avoidance of doubt, any such Taxes that are Other Connection Taxes imposed with respect to an assignment, grant of
a participation, designation of a different lending office or other transfer (other than an assignment or designation of a different lending
office made pursuant to Section 2.19) or Excluded Taxes.


 


“Parent Company”
means Holdings and any other Person of which the Borrower is an indirect Wholly-Owned Subsidiary, including HMAN and Landcadia Parent.


 


“Pari Passu Intercreditor
Agreement” means the Intercreditor Agreement substantially in the form of Exhibit M hereto.


 


“Participant”
has the meaning assigned to such term in Section 9.05(c).


 


“Participant Register”
has the meaning assigned to such term in Section 9.05(c).


 


“Patent”
means the following: (a) any and all patents and patent applications; (b) all inventions described and claimed therein; (c) all
reissues, divisions, continuations, renewals, extensions and continuations in part thereof; (d) all income, royalties, damages,
claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and
payments for past, present and future infringements thereof; (e) all rights to sue for past, present, and future infringements
thereof; and (f) all rights corresponding to any of the foregoing.


 






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“PBGC” means
the Pension Benefit Guaranty Corporation.


 


“Pension Plan”
means any “employee pension benefit plan”, as defined in Section 3(2) of ERISA (other than a Multiemployer Plan), that is
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, which the Borrower or any of its Restricted
Subsidiaries, or any of their respective ERISA Affiliates, maintains or contributes to or has an obligation to contribute to, or otherwise
has any liability, contingent or otherwise.


 


“Perfection Certificate”
means a certificate substantially in the form of Exhibit E.


 


“Perfection Certificate
Supplement” means a supplement to the Perfection Certificate substantially in the form of Exhibit F.


 


“Perfection Requirements”
means the filing of appropriate financing statements with the office of the Secretary of State or other appropriate office of the state
of organization (or, in the case of a Foreign Discretionary Guarantor or other Loan Party that is not a registered organization, other
appropriate office of the state of such Loan Party’s “location” under Section 9-307 of the UCC) of each Loan Party granting
a security interest under any Collateral Document governed by U.S. law, the filing of appropriate assignments or notices with the U.S.
Patent and Trademark Office and the U.S. Copyright Office, the proper recording or filing, as applicable, of Mortgages and fixture filings
with respect to any “fee-owned” Material Real Estate Asset constituting Collateral to the extent required hereunder, in each
case in favor of the Administrative Agent for the benefit of the Secured Parties, the delivery to the Administrative Agent of any stock
certificate or Material Debt Instrument required to be delivered pursuant to the applicable Loan Documents, together with instruments
of transfer executed in blank, and the execution and delivery of control agreements contemplated by clause (C)(y) of the definition
of “Collateral and Guarantee Requirement”, in each case, subject in all respects to the definitions of “Collateral and
Guarantee Requirement” and “Excluded Assets” and the last paragraph of Section 4.01.


 


“Permitted Acquisition”
means any acquisition by the Borrower or any of its Restricted Subsidiaries, whether by purchase, merger, amalgamation or otherwise, of
all or substantially all of the assets of, or any business line, unit or division or product line of, any Person or of a majority of the
outstanding Capital Stock of any Person (but in any event including any Investment in (x) any Person that results in such Person becoming
a Restricted Subsidiary of the Borrower, (y) any Restricted Subsidiary which serves to increase the Borrower’s or any Restricted
Subsidiary’s respective equity ownership in such Restricted Subsidiary or (z) any joint venture for the purpose of increasing the
Borrower’s or its relevant Restricted Subsidiary’s ownership interest in such joint venture).


 


“Permitted
Earlier Maturity Indebtedness Exception” means, with respect to any Incremental Term Loans, Replacement Term Loans,
Extended Term Loans and any Indebtedness incurred under Section 6.01 that is subject to minimum maturity requirements
(including ‎Section 6.01(q) or ‎‎Section 6.01(w) or Section 6.01(z)) in an aggregate
principal amount not to exceed the greater of $255.0 million and 100% of Consolidated Adjusted EBITDA may have (i), with respect to
Incremental Term Loans and any Indebtedness incurred under ‎Section 6.01(q) or ‎‎Section 6.01(w) or Section
6.01(z), (A) a final maturity date that is earlier than the Latest Term Loan Maturity Date at the time of the incurrence thereof
and (B) a Weighted Average Life to Maturity that is shorter than the remaining Weighted Average Life to Maturity of any
then-existing Class of Term Loans, (ii) with respect to Replacement Term Loans, (A) a final maturity date that is earlier than the
earlier of (x) the final maturity date of the Replaced Term Loans and (y) ninety-one (91) days after the then latest maturity date
of any Term Loans that are not being refinanced or so replaced and (B) a Weighted Average Life to Maturity shorter than the Weighted
Average Life to Maturity of the Replaced Term Loans at the time of the relevant refinancing and (iii) with respect to Extended Term
Loans, (A) a final maturity date that is earlier than the then applicable Latest Term Loan Maturity Date at the time of extension
and (B) a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Term Loans or any
other Extended Term Loans extended thereby.


 






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“Permitted Holders”
means (a) the Investors and (b) any Person with which one or more Investors form a “group” (within the meaning of Section
14(d) of the Exchange Act) so long as, in the case of this clause (b), the relevant Investors beneficially own more than 50% of
the relevant voting stock beneficially owned by the group.


 


“Permitted Liens”
means Liens permitted pursuant to Section 6.02.


 


“Permitted Senior Secured
Debt” means any Indebtedness permitted under Section 6.01 that is secured by the Collateral on a pari passu
basis with the First Priority Secured Obligations (which shall be deemed to include any ABL Facility secured on a Split Collateral Basis
(including the ABL Facility as of the Closing Date) subject to an ABL Intercreditor Agreement), including, in each case, any refinancing
of such Indebtedness permitted under Section 6.01.


 


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


 


“PIPE Investment”
has the meaning assigned to such term in the Recitals to this Agreement.


 


“PIPE Investors”
means Alyeska Master Fund, L.P., Arena Capital Fund, LP, Arena Capital Fund, LP, Citadel Multi-Strategy Equities Master Fund Ltd., Clal
Insurance Company Ltd., Clal Pension Provident Funds Ltd., Columbia Small Cap Growth Fund I, Columbia Variable Portfolio – Small
Company Growth Fund, D.E. Shaw Oculus Portfolios, L.L.C.,D.E. Shaw Valence Portfolios, L.L.C., Glazer Enhanced Fund, LP, Glazer Enhanced
Offshore Fund, Ltd., Highmark Limited in respect of its Segregated Account Highmark Multi-Strategy 2, Hawk Ridge Master Fund LP, Jane
Street Global Trading, LLC, Jeffries Financial Group Inc., The K2 Principal Fund L.P., Kepos Alpha Master Fund L.P., Ghisallo Master Fund
LP, Marshall Wace Investment Strategies – Eureka Fund, Marshall Wace Investment Strategies – Market Neutral TOPS Fund, Marshall
Wace Investment Strategies – Systematic Alpha Plus Fund, Marshall Wace Investment Strategies – TOPS Fund, Maven Investment
Partners US Ltd., BEMAP Master Fund Ltd., Bespoke Alpha MAC MIM LP, DS Liquid Div RVA MON LLC, Monashee Pure Alpha SPV I LP, Monashee
Solitario Fund LP, SFL SPV I LLC, MMFT LT, LLC, More Provident Funds LTD, Park West Investors Master Fund, Limited, Park West Partners
International, K2 PSAM Event Master Fund Ltd., Lumyna PSAM Global Event UCITS Fund, Lymyna Specialist Funds – Event Alternative
Fund, PSAM WorldArb Master Fund Ltd., Samlyn Long Alpha Master Fund, Ltd., Samlyn Net Neutral Master Fund, Ltd., Samlyn Offshore Master
Fund, Ltd., Samlyn Onshore Fund, LP, Schonfeld Strategic 460 Fund LLC, Suvretta Capital Management, LLC, Nineteen 77 Global Merger Arbitrage
Master Limited, Nineteen 77 Global Merger Arbitrage Opportunity Fund, Nineteen 77 Global Multi-Strategy Alpha Master Limited, VB Capital
Management AG, Brookdale Global Opportunity Fund, Brookdale International Partners, L.P., Met Investors Series Trust – MetLife Small
Cap Value Portfolio, Minnesota Life Insurance Company – Special Small Cap Value Equity, Quad/Graphics Diversified Plan, Truck Insurance
Exchange, Wells Fargo Special Small Cap Value CIT, Wells Fargo Special Small Cap Value Fund, 21st Century Insurance Company, VALIC Company
I – Small Cap Special Values Fund and any Affiliates of the foregoing.


 









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“Plan” means
any “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) maintained by the Borrower or any of its
Restricted Subsidiaries or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any of its
ERISA Affiliates, other than any Multiemployer Plan.


 


“Platform”
has the meaning assigned to such term in Section 9.01(d).


 


“PPSA” means
the Personal Property Security Act (Ontario) (or any successor statute) and the regulations thereunder; provided, however, if validity,
perfection and effect of perfection and non-perfection and opposability of the Administrative Agent’s Lien in any Collateral are
governed by the personal property security laws of any Canadian jurisdiction other than the Province of Ontario, PPSA shall mean those
personal property security laws (including the Civil Code of Quebec) of such other jurisdiction for the purposes of the provisions hereof
relating to such validity, perfection, and effect of perfection and non-perfection and for the definitions related to such provisions,
as from time to time in effect.


 


“Prepayment”
means any prepayment, redemption, purchase, repurchase (including pursuant to any tender offer, offer to purchase or repurchase, Dutch
Auction or similar process or arrangement), retirement or other reduction (including upon cancellation after contribution, assignment
or other transfer thereof to the Borrower or any of its Restricted Subsidiaries) of any Indebtedness (in the case of revolving credit
Indebtedness, to the extent accompanied by a corresponding permanent reduction of commitments); “Prepay” and “Prepaid”
shall have correlative meanings.


 


“Prepayment Asset Sale”
means any Disposition by the Borrower or its Restricted Subsidiaries made pursuant to, Section 6.07(h), Section 6.07(n),
Section 6.07(q), clause (ii) to the proviso to Section 6.07(r) (to the extent provided therein) Section 6.07(aa)
and Section 6.07(bb) (in the case of any Sale and Lease-Back Transaction, solely to the extent relating to the Disposition of assets,
but excluding any portion that is in excess of the Fair Market Value of such assets on a stand-alone basis).


 


“Primary Obligor”
has the meaning assigned to such term in the definition of “Guarantee”.


 


“Prime Rate”
means the “U.S. Prime Rate” as quoted by the print edition of The Wall Street Journal.


 


“Pro Forma Basis”
or “pro forma effect” means, as to any calculation of any financial ratio or test (including the Total Leverage
Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, the Net Interest Coverage Ratio, Consolidated Adjusted EBITDA, Consolidated
Total Assets or any component definitions of any of the foregoing), such financial ratio or test shall be calculated on a pro forma
basis in accordance with Section 1.10 and shall give pro forma effect to any Specified Transactions (and if applicable,
any Limited Condition Transaction) and other pro forma adjustments pursuant to Section 1.10.


 


“Projections”
means the projections of the Borrower and its subsidiaries included in the Sponsor Model, including any financial estimates, forecasts
and other forward looking financial information set forth therein.


 


“Promissory Note”
means a promissory note of the Borrower payable to any Lender or its registered assigns, in substantially the form of Exhibit G,
evidencing the aggregate outstanding principal amount of Loans of the Borrower to such Lender resulting from the Loans made by such Lender.


 









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“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 Company Costs”
means any Charge associated with, or in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act
of 2002 and the rules and regulations promulgated in connection therewith and Charges relating to compliance with the provisions of the
Securities Act and the Exchange Act (and, in each case, similar Requirements of Law under other jurisdictions), as applicable to companies
with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities,
directors’ or managers’ compensation, fees and expense reimbursement, any Charge relating to investor relations, shareholder
meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and
other professional fees and listing fees.


 


“Public Lender”
has the meaning assigned to such term in Section 9.01(d).


 


“Published LIBO Rate”
means, with respect to any Interest Period when used in reference to any Loan or Borrowing, the rate of interest appearing on page LIBOR01
of the Thomson Reuters screen (or on any successor or substitute page of such service, or any successor to such service as determined
by Administrative Agent) as the London interbank offered rate for deposits in Dollars as administrated by ICA Benchmark Administration
Limited (or any other Person which takes over the administration of that rate) for a term comparable to such Interest Period, at approximately
11:00 a.m. (London time) on the date which is two (2) Business Days prior to the commencement of such Interest Period (but if more than
one rate is specified on such page, the rate will be an arithmetic average of all such rates).


 


“Qualified Capital
Stock” of any Person means any Capital Stock of such Person that is not Disqualified Capital Stock.


 


“Qualifying Bid”
has the meaning assigned to such term in the definition of “Dutch Auction”.


 


“Qualifying Lender”
has the meaning assigned to such term in the definition of “Dutch Auction”.


 


“Real Estate Asset”
means, at any time of determination, all right, title and interest (fee, leasehold or otherwise) of any Loan Party in and to real property
(including, but not limited to, land, improvements and fixtures thereon).


 


“Redemption Date”
has the meaning assigned to such term in Section 4.01(p).


 


“Redemption Deposit”
has the meaning assigned to such term in Section 4.01(p).


 


“Reference Time”
with respect to any setting of the then-current Benchmark means (1) if such Benchmark is USD LIBOR, 11:00 a.m. (London time) on the
day that is two (2) London banking days preceding the date of such setting, and (2) if such Benchmark is not USD LIBOR, the time that
is the then-prevailing market convention for such Benchmark as reasonably determined by the Administrative Agent in its reasonable discretion
in consultation with the Borrower or an evolving market convention that the Administrative Agent and the Borrower reasonably expect to
become the prevailing market convention for such Benchmark.


 


“Refinancing”
has the meaning assigned to such term in Section 4.01(o).


 






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“Refinancing Amendment”
means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower executed
by (a) Holdings and the Borrower, (b) the Administrative Agent and (c) each Lender that agrees to provide all or any portion of the
Replacement Term Loans or the Replacement Revolving Facility, as applicable, being incurred pursuant thereto and in accordance with Section
9.02(c).


 


“Refinancing Indebtedness”
has the meaning assigned to such term in Section 6.01(p).


 


“Refunding Capital
Stock” has the meaning assigned to such term in Section 6.04(a)(ix).


 


“Register”
has the meaning assigned to such term in Section 9.05(b)(iv).


 


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


 


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


 


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


 


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


 


“Related Funds”
means, with respect to any Lender that is an Approved Fund, any other Approved Fund that is managed by the same investment advisor as
such Lender or by an Affiliate of such investment advisor.


 


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


 


“Release”
means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Material into the Environment, including the movement of any Hazardous Material through the air,
soil, surface water or groundwater.


 


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


 


“Replaced Revolving
Facility” has the meaning assigned to such term in Section 9.02(c).


 


“Replaced Term Loans”
has the meaning assigned to such term in Section 9.02(c).


 


“Replacement Notes”
means any Refinancing Indebtedness (whether issued in a public offering, Rule 144A under the Securities Act or other private placement
or bridge financing in lieu of the foregoing or otherwise) incurred in respect of Indebtedness permitted under Section 6.01(a).


 









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“Replacement Revolving
Facility” has the meaning assigned to such term in Section 9.02(c).


 


“Replacement Term Facility”
has the meaning assigned to such term in Section 9.02(c)(i).


 


“Replacement Term Loans”
has the meaning assigned to such term in Section 9.02(c)(i).


 


“Reply Amount”
has the meaning assigned to such term in the definition of “Dutch Auction”.


 


“Reply Price”
has the meaning assigned to such term in the definition of “Dutch Auction”.


 


“Representative”
has the meaning assigned to such term in Section 9.13.


 


“Repricing Transaction”
means any of the following, but solely to the extent effected and consummated for the primary purpose of reducing the All-In Yield of
the Initial Loans: (a) the Prepayment, repayment, refinancing, substitution or replacement of all or a portion of the Initial Loans substantially
concurrently with the incurrence by any Loan Party of any term loans (including any Replacement Term Loans) pari passu in right
of payment with the existing Initial Loans being so Prepaid, repaid, refinanced, substituted or replaced in right of payment and secured
by a Lien on the Collateral on a pari passu basis with the Liens securing such Initial Loans, having an All-In Yield that is less
than the effective All-In Yield applicable to the Initial Loans so Prepaid, repaid, refinanced, substituted or replaced, and (b) any amendment,
waiver or other modification to this Agreement that would have the effect of reducing the All-In Yield of the Initial Loans in lieu of
a transaction described in clause (a); provided, that the determinations of All-In Yield for any Repricing Transaction shall
be made in a manner consistent with generally accepted financial practices and reasonably determined by the Administrative Agent, and
in any event consistent with the second proviso to Section 2.22(a)(v), and shall disregard any fluctuation in any “base”
or reference rate; provided, further, that in none of the events in the preceding clauses (a) and (b) shall
constitute a Repricing Transaction if effected or consummated in connection with a dividend recapitalization, Change of Control or any
Transformational Event. Any determination by the Administrative Agent and the Borrower contemplated by preceding clauses (a) and
(b) shall be conclusive and binding on all Lenders, and the Administrative Agent shall have no liability to any Person with respect
to such determination absent bad faith, gross negligence or willful misconduct.


 


“Required Delayed Draw
Lenders” means, at any time, Lenders having unused Initial Delayed Draw Term Loan Commitments representing more than 50% of
the aggregate unused Initial Delayed Draw Term Loan Commitments.


 


“Required Excess Cash
Flow Percentage” means, as of any date of determination, (a) if the First Lien Leverage Ratio is greater than 3.00:1.00, 50%,
(b) if the First Lien Leverage Ratio is less than or equal to 3.00:1.00 and greater than 2.50:1.00, 25% and (c) if the First Lien Leverage
Ratio is less than or equal to 2.50:1.00, 0%; it being understood and agreed that, for purposes of this definition as it applies to the
determination of the amount of Excess Cash Flow that is required to be applied to prepay the Term Loans under Section 2.11(b)(i)
for any Calculation Period, the First Lien Leverage Ratio shall be determined on a Pro Forma Basis as of the last day of the relevant
Calculation Period (but without giving effect to the mandatory payment itself from Excess Cash Flow required by Section 2.11(b)(i)).


 


“Required Facility
Lenders” means, with respect to any Credit Facility of any Class, at any time, Lenders having Loans or unused Commitments representing
more than 50% of the sum of the total Loans and such unused commitments under such Credit Facility at such time.


 






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“Required Lenders”
means, at any time, Lenders having Loans or unused Commitments representing more than 50% of the sum of the total Loans and such unused
Commitments at such time.


 


“Requirements of Law”
means, with respect to any Person, collectively, the common law and all U.S. federal, state, local, foreign, multinational or international
laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees
(including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations,
directives, requirements or requests of any Governmental Authority, in each case whether or not having the force of law and that are applicable
to or binding upon such Person or any of its property or to which such Person or any of its property is subject.


 


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


 


“Responsible Officer”
of any Person means the chief executive officer, the president, the chief financial officer, the treasurer, any assistant treasurer, any
executive vice president, any senior vice president, any vice president or the chief operating officer of such Person and any other individual
or similar official thereof responsible for the administration of the obligations of such Person in respect of this Agreement, and, as
to any document delivered on the Closing Date, shall include any secretary or assistant secretary or any other individual or similar official
thereof with substantially equivalent responsibilities of a Loan Party and, solely for purposes of notices given pursuant to Article II,
any other officer or responsible employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the
Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of any 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.


 


“Responsible Officer
Certification” means, with respect to the financial statements for which such certification is required, the certification of
a Responsible Officer of the Borrower that such financial statements fairly present, in all material respects, in accordance with GAAP,
the consolidated financial condition of the Borrower as at the dates indicated and its consolidated income and cash flows for the periods
indicated, subject to changes resulting from audit and normal year-end adjustments.


 


“Restricted Amount”
has the meaning assigned to such term in in Section 2.11(b)(iv)(B).


 


“Restricted Debt”
has the meaning assigned to such term in Section 6.04(b).


 


“Restricted Debt Payment”
has the meaning assigned to such term in Section 6.04(b).


 


“Restricted Payment”
means (a) any dividend or other distribution on account of any shares of any class of the Capital Stock of the Borrower, except a dividend
payable solely in shares of Qualified Capital Stock to the holders of such class; (b) any redemption, retirement, sinking fund or
similar payment, purchase or other acquisition for value of any shares of any class of the Capital Stock of the Borrower and (c) any payment
made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of the
Capital Stock of the Borrower now or hereafter outstanding.


 


“Restricted Subsidiary”
means, as to any Person, any subsidiary of such Person that is not an Unrestricted Subsidiary. Unless otherwise specified, “Restricted
Subsidiary” shall mean any Restricted Subsidiary of the Borrower.


 






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“Retained Excess Cash
Flow Amount” means, at any date of determination, an amount, not less than zero and determined on a cumulative basis, that is
equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i)
for each Fiscal Year ending after the Closing Date and prior to such date.


 


“Return Bid”
has the meaning assigned to such term in the definition of “Dutch Auction”.


 


“Revolving Lender”
means a Lender with any Additional Revolving Commitment or an outstanding Additional Revolving Loan.


 


“Revolving Loans”
means any Additional Revolving Loans and any revolving loans under any other Credit Facility.


 


“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global, Inc. and any successor thereto.


 


“Sale and Lease-Back
Transaction” means the lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which
the Borrower or the relevant Restricted Subsidiary (a) has sold or transferred or is to sell or to transfer to any other Person (other
than the Borrower or any of its Restricted Subsidiaries) and (b) intends to use for substantially the same purpose as the property which
has been or is to be sold or transferred by the Borrower or such Restricted Subsidiary to any Person (other than the Borrower or any of
its Restricted Subsidiaries) in connection with such lease.


 


“Sanctions”
has the meaning assigned to such term in Section 3.17(a).


 


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


 


“Secured Hedging Obligations”
means all Hedging Obligations (other than any Excluded Swap Obligations) under each Hedge Agreement (whether such Hedge Agreement was
entered into prior to, on or after the Closing Date) between Holdings, the Borrower or any Restricted Subsidiary and a counterparty that
is or becomes an Administrative Agent, a Lender, an Arranger or any Affiliate of the Administrative Agent, a Lender or an Arranger (or
any other Person that is designated by the Borrower in writing to the Administrative Agent as a Secured Hedging Obligations counterparty
and who is reasonably acceptable to the Administrative Agent), in each case that has been designated to the Administrative Agent in writing
by the Borrower as being a Secured Hedging Obligation for purposes of the Loan Documents, it being understood that each counterparty thereto
shall be deemed (A) to appoint the Administrative Agent as its non-fiduciary agent under the applicable Loan Documents and (B) to agree
to be bound by the provisions of Article VIII, Section 9.03, Section 9.10, Section 9.11 and the Intercreditor
Agreement (and any other applicable Acceptable Intercreditor Agreement) as if it were a Lender.


 


“Secured Leverage Ratio”
means the ratio, as of any date of determination, of (a) Consolidated Secured Debt to (b) Consolidated Adjusted EBITDA, in each case for
the Borrower and its Restricted Subsidiaries on a consolidated basis.


 


“Secured Obligations”
means all Obligations, together with (a) all Banking Services Obligations and (b) all Secured Hedging Obligations.


 


“Secured
Parties” means (a) the Lenders, (b) the Administrative Agent, (c) each counterparty to a Hedge Agreement with a Loan Party
the obligations under which constitute Secured Hedging Obligations, (d) each provider of Banking Services to any Loan Party the
obligations under which constitute Banking Services Obligations, (e) the Arrangers and (f) the beneficiaries of each indemnification
obligation undertaken by any Loan Party under any Loan Document.


 






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“Securities”
means any stock, shares, units, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing
agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares
or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire,
any of the foregoing; provided that “Securities” shall not include any earn-out agreement or obligation or any employee
bonus or other incentive compensation plan or agreement.


 


“Securities Act”
means the Securities Act of 1933 and the rules and regulations of the SEC promulgated thereunder.


 


“Securitization Regulation”
means the Regulation (EU) 2017/2402, including (i) any relevant regulatory and/or implementing technical standards or delegated regulation
in relation thereto (including any applicable transitional provisions) and (ii) any relevant guidance and policy statements in relation
thereto published by the European Banking Authority, the European Securities and Markets Authority, the European Insurance and Occupational
Pensions Authority and/or the European Commission; in each case, as amended, supplemented, superseded or modified from time to time.


 


“Security Agreement”
means the Pledge and Security Agreement, substantially in the form of Exhibit I, among the Loan Parties and the Administrative
Agent for the benefit of the Secured Parties.


 


“Senior Note Indenture”
means the Indenture for the Senior Notes, dated as of June 30, 2014, among Holdings, the Borrower, the subsidiaries party thereto and
Wells Fargo Bank, National Association, as trustee.


 


“Senior Notes”
means the 6.375% senior unsecured notes due 2022 in the aggregate principal amount of $330,000,000 and the Guarantees thereof.


 


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


 


“SOFR Administrator’s
Website” means the website of the Federal Reserve Bank of New York, 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. “SPC”
has the meaning assigned to such term in Section 9.05(e).


 


“Specified Debt”
has the meaning assigned to such term in the definition of “Incremental Cap”.


 


“Specified Merger
Agreement Representations” means the representations and warranties made by or on behalf of (or related to) HMAN, its
subsidiaries or their respective businesses in the Merger Agreement which are material to the interests of the Lenders, but which
are required to be true and correct only to the extent that HMAN (or its applicable Affiliate party to the Merger Agreement) has the
right to terminate, taking into account any cure provisions, its obligations under the Merger Agreement or to decline to consummate
the Merger as a result of a breach of such representations and warranties.


 






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“Specified Representations”
means the representations and warranties set forth in Section 3.01(a)(i), Section 3.01(b) (as it relates to the due
authorization, execution, delivery and performance of the Loan Documents and the enforceability thereof), Section 3.02 (as it relates
to the due authorization, execution, delivery and performance of the Loan Documents and the enforceability thereof), Section 3.03(b)(i),
Section 3.08, Section 3.12, Section 3.14 (as it relates to the creation, validity and perfection of the security
interests in the Collateral, subject to the last paragraph of Section 4.01), Section 3.16 and Sections 3.17(a)(ii),
(b)(ii) and (c).


 


“Specified Transaction”
means (a) (i) any incurrence or issuance of any Indebtedness (excluding any borrowings under any ABL Facility, Additional Revolving Facility
incurred substantially concurrently with such Specified Transaction), and (ii) any Prepayment, redemptions, repurchases and other retirements
of any Indebtedness (in the case of any Additional Revolving Facility, to the extent accompanied by a permanent reduction in the commitments
thereunder), (b) to the extent applicable in determining the First Lien Leverage Ratio or the Secured Leverage Ratio, the incurrence of
any Lien on Collateral, (c) any Permitted Acquisition and any Investment that results in a Person becoming a Restricted Subsidiary, (d)
any Restricted Payment, (e) any Restricted Debt Payment, (f) any Disposition, whether by purchase, merger or otherwise, of (i) all or
substantially all of the assets of, or any business line, unit or division or product line of, the Borrower or any Restricted Subsidiary,
(ii) the Capital Stock of any Restricted Subsidiary that results in such Restricted Subsidiary no longer being a Restricted Subsidiary
of the Borrower, or (iii) any asset pursuant to Section 6.07(h) having a Fair Market Value greater than $50.0 million, (g) to the
extent elected by the Borrower to be excluded in calculating Consolidated Adjusted EBITDA, any designation of operations or assets of
the Borrower or a Restricted Subsidiary as discontinued operations in accordance with GAAP, (h) solely for the purposes of determining
the applicable amount of Cash and Cash Equivalents, any contribution of capital to (and the Net Proceeds from the issuance of any Qualified
Capital Stock by) the Borrower or a Restricted Subsidiary, (i) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary
or an Unrestricted Subsidiary as a Restricted Subsidiary in compliance with this Agreement, and (j) any other transaction that by the
terms of this Agreement requires a financial ratio to be calculated on a Pro Forma Basis or after giving pro forma effect thereto.


 


“Split Collateral Basis”
means, with respect to any ABL Facility, the obligations thereunder are secured by ABL US Priority Collateral (or similar current assets)
on a senior priority basis relative to the First Priority Secured Obligations and also secured by all other Collateral on a junior priority
basis relative to the First Priority Secured Obligations, in each case, as provided in an ABL Intercreditor Agreement.


 


“Sponsor”
means CCMP Capital Advisors, LLC and any of its controlled Affiliates and funds managed or advised by any of them or any of their respective
controlled Affiliates.


 


“Sponsor Model”
means the financial model delivered by the Sponsor to the Arrangers on or about September 15, 2020.


 


“Subject Default”
has the meaning assigned to such term in Section 1.03(e).


 


“Subject Loans”
means, as of any date of determination, any outstanding Term Loans subject to ratable prepayment requirements in accordance with Section
2.11(b)(vi) on such date of determination.


 






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“Subject Person”
has the meaning assigned to such term in the definition of “Consolidated Net Income”.


 


“Subject Proceeds”
has the meaning assigned to such term in Section 2.11(b)(ii).


 


“Subordinated Indebtedness”
means any Indebtedness (other than Indebtedness among Holdings and/or its subsidiaries) of the Borrower or any of its Restricted Subsidiaries
that is contractually subordinated in right of payment to the Obligations.


 


“subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business
entity of which more than 50% of the total voting power of stock or other ownership interests entitled (without regard to the occurrence
of any contingency) to vote in the election of the Person or Persons (whether directors, 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 such Person or one or more of the other subsidiaries of such Person or a combination thereof, in each case
to the extent such entity’s financial results are required to be included in such Person’s consolidated financial statements
under GAAP; provided that in determining the percentage of ownership interests of any Person controlled by another Person, no ownership
interests in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding. Unless otherwise specified,
 “subsidiary” shall mean any subsidiary of the Borrower.


 


“Subsidiary Guarantor”
means (x) on the Closing Date, each Restricted Subsidiary of the Borrower (other than any subsidiary that is an Excluded Subsidiary or
any subsidiary that is not a Domestic Subsidiary) and (y) thereafter, each subsidiary of the Borrower that guarantees the Secured Obligations
pursuant to the terms of this Agreement (including each Restricted Subsidiary that is a Discretionary Guarantor), in each case, until
such time as the relevant subsidiary is released from its obligations under the Loan Guaranty in accordance with the terms and provisions
hereof.


 


“Successor Borrower”
has the meaning assigned to such term in Section 6.07(a).


 


“Swap Obligations”
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.


 


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


 


“Term Facility”
means any facility of any Class of Term Loans provided to or for the benefit of the Borrower pursuant to the terms of this Agreement.


 


“Term Lender”
means a Lender with a Commitment to make Term Loans or outstanding Term Loan under any Term Facility.


 


“Term Loan”
means the Initial Term Loans, the Initial Delayed Draw Term Loans, any Additional Term Loans and any term loan under any other Credit
Facility.


 






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“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, in consultation with the Borrower, that (a) Term SOFR has been recommended
for use by the Relevant Governmental Body and has become the then-prevailing market convention or any evolving market convention that
the Administrative Agent and the Borrower reasonably expect to become the prevailing market convention for U.S. dollar-denominated broadly
syndicated credit facilities, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a
Benchmark Transition Event has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is
not Term SOFR.


 


“Termination Date”
means the date that all (if any) Additional Commitments have expired or terminated and the principal of and interest on each Loan and
all fees, expenses and other amounts and Obligations payable under any Loan Document (other than (a) contingent indemnification obligations
and (b) Banking Services Obligations or Hedging Obligations that are not being terminated as to which arrangements reasonably satisfactory
to the applicable counterparty have been made) have been paid in full.


 


“Test Period”
means, as of any date, subject to Section 1.10, the period of four (4) consecutive Fiscal Quarters then most recently ended for
which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required
to have been delivered); it being understood and agreed that prior to the first delivery of financial statements of Section 5.01(a),
 “Test Period” means the period of four (4) consecutive Fiscal Quarters in respect of which financial statements were delivered
pursuant to Section 4.01(c).


 


“Threshold Amount”
means $50.0 million.


 


“Total Leverage Ratio”
means the ratio, as of any date of determination, of (a) Consolidated Total Debt to (b) Consolidated Adjusted EBITDA, in each case
for the Borrower and its Restricted Subsidiaries on a consolidated basis.


 


“Trademark”
means the following: (a) all trademarks (including service marks), common law marks, trade names, trade dress, domain names and logos,
slogans and other indicia of origin under the laws of any jurisdiction in the world, and the registrations and applications for registration
thereof and the goodwill of the business connected to the use of and symbolized by the foregoing; (b) all renewals of the foregoing; (c)
all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages,
claims and payments for past, present and future infringements or dilutions thereof; (d) all rights to sue for past, present, and future
infringements or dilutions of any of the foregoing, including the right to settle suits involving claims and demands for royalties owing;
and (e) all rights corresponding to any of the foregoing.


 


“Transaction Costs”
means (a) fees, premiums, penalties, breakage costs, interest expense to satisfy and discharge any securities with a redemption date after
the Closing Date, expenses and other transaction costs (including original issue discount or upfront fees) payable or otherwise borne
by Holdings, the Borrower and its subsidiaries or any Parent Company of the Borrower in connection with the Transactions and the transactions
contemplated thereby and (b) any payments to be made after the Closing Date from the proceeds of the Loans, Indebtedness under the ABL Credit Agreement, cash on hand of Holdings, the Borrower and its subsidiaries
or any Parent Company of the Borrower.


 






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“Transactions”
means, collectively, (a) the execution, delivery and performance by the Loan Parties of the Loan Documents to which they are a party
and the Borrowing of Loans hereunder, (b) the execution, delivery and performance by the Loan Parties of the Loan Documents (as defined
in the ABL Credit Agreement) to which they are a party and the incurrence of Indebtedness under the ABL Credit Agreement on the Closing
Date, (c) the Merger and the other transactions contemplated by the Merger Agreement, (d) the Refinancing, (e) the Junior Debentures Redemption,
(f) the Trust Preferred Redemption, (g) the Landcadia Stock Redemption, (h) the PIPE Investment and (i) the payment of the Transaction
Costs.


 


“Transformational Event”
means any acquisition or investment by the Borrower or any Restricted Subsidiary that is (a) not permitted by the terms of this Agreement
immediately prior to the consummation of such acquisition or investment, (b) if permitted by the terms of this Agreement immediately prior
to the consummation of such acquisition or investment, would not provide the Borrower and its subsidiaries with adequate flexibility under
this Agreement for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower
acting in good faith, or (c) any acquisition or investment involving aggregate consideration in excess of the greater of $255.0 million
and 100% of Consolidated Adjusted EBITDA.


 


“Treasury Capital Stock”
has the meaning assigned to such term in Section 6.04(a)(ix).


 


“Treasury Regulations”
means the U.S. federal income tax regulations promulgated under the Code.


 


“Trust Preferred Redemption”
has the meaning assigned to such term in Section 4.01(p).


 


“Trust Preferred Securities”
means the 11.6% trust preferred securities issued by Hillman Trust pursuant to an amended and restated declaration of trust, dated September
5, 1997, as amended, revised or modified.


 


“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 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 or any other state the laws of which are required
to be applied in connection with the creation or perfection of security interests.


 


“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.


 






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“Unfunded DDTL Commitment
Lender” has the meaning assigned to such term in Section 2.07(c).


 


“Unrestricted Subsidiary”
means any subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary on the Closing Date and listed on Schedule 5.10
or after the Closing Date pursuant to Section 5.10.


 


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


 


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


 


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


 


“USD LIBOR”
means the London interbank offered rate for Dollars.


 


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


 


“Wholly-Owned Subsidiary”
of any Person means a subsidiary of such Person, 100% of the Capital Stock of which (other than directors’ qualifying shares or
shares required by law to be owned by a resident of the relevant jurisdiction) shall be owned by such Person or by one or more Wholly-Owned
Subsidiaries of such Person.


 


“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 “Term Loan”) or by Type (e.g., a “LIBO Rate Loan”) or by Class and Type (e.g., a
 “LIBO Rate Term Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Term Borrowing”)
or by Type (e.g., a “LIBO Rate Borrowing”) or by Class and Type (e.g., a “LIBO Rate Term Borrowing”).


 






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Section 1.03.                     
Terms Generally.


 


(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.


 


(b)           
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”.


 


(c)            
Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein
or in any Loan Document (or any Loan Document (as defined in the ABL Credit Agreement)) shall be construed as referring to such agreement,
instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified or extended,
replaced or refinanced (subject to any restrictions or qualifications on such amendments, restatements, amendment and restatements, supplements
or modifications or extensions, replacements or refinancings set forth herein), (ii) any reference to any law in any Loan Document shall
include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law, (iii) any
reference herein or in any Loan Document to any Person shall be construed to include such Person’s successors and permitted assigns,
(iv) 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 hereof, (v) all references
herein or in any Loan Document to Articles, Sections, clauses, paragraphs, Exhibits and Schedules shall be construed to refer to Articles,
Sections, clauses and paragraphs of, and Exhibits and Schedules to, such Loan Document, (vi) in the computation of periods of time in
any Loan Document from a specified date to a later specified date, the word “from” means “from and including”,
the words “to” and “until” mean “to but excluding” and the word “through” means “to
and including” and (vii) the words “asset” and “property”, when used in any Loan Document, 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.


 


(d)           
Notwithstanding anything else provided herein or in any other Loan Document, any interest, fee or principal payments on any Indebtedness
due and payable (or paid) as of the last Business Day of a calendar month, calendar quarter or calendar year, as applicable, shall be
deemed to have been due and payable (or paid) as of the end of the respective fiscal month, Fiscal Quarter or Fiscal Year, as applicable,
ended closest to such calendar period for purposes of all calculations of Consolidated Secured Debt, Consolidated First Lien Debt, Consolidated
Total Debt, Consolidated Adjusted EBITDA and Excess Cash Flow hereunder.


 


(e)             Notwithstanding
anything to the contrary herein or in any other Loan Document, any Default or Event of Default, other than any Event of Default
which cannot be waived without the written consent of each Lender directly and adversely affected thereby, shall be deemed not to be
 “continuing” or to “exist” if the events, actions, inactions or conditions that gave rise to such Default or
Event of Default have been or are deemed to have been remedied or cured (including by payment, delivering notice or taking any
action (including if paid, delivered or taken after the specified time for such action or after the expiration of any grace or cure
periods therefor), omitting to take any action or unwinding or modifying any prior action or event to the extent necessary for such
action or event to be or have been permitted) or have ceased to exist and the Borrower would otherwise have been in compliance with
this Agreement but for such Default or Event of Default and the consequences thereof (any such Default or Event of Default, a
 “Subject Default”) and upon any Subject Default having been cured, remedied or waived or deemed to no longer to
exist or be continuing or to have been remedied or cured, each other Default or Event of Default that may have resulted from the
making or deemed making of any representation or warranty, the taking of any action or the consummation of any transaction due to
the continuation or existence of the Subject Default shall automatically be deemed to have been cured and no longer continuing;
provided, that the foregoing shall not be applicable with respect to any Default or Event of Default if a “responsible
officer” of the Borrower had actual knowledge that such events, actions, inactions or conditions constituted a Default or
Event of Default and knowingly failed to give timely notice to the Administrative Agent of such Default or Event of Default required
herein.


 






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Section 1.04.                     
Accounting Terms; GAAP.


 


(a)            
All financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with GAAP as in effect from
time to time and, except as otherwise expressly provided herein, all terms of an accounting nature that are used in calculating the Total
Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio, Consolidated Adjusted EBITDA or Consolidated Total Assets shall
be construed and interpreted in accordance with GAAP, as in effect from time to time (except as otherwise provided in the definition of
 “GAAP”); provided, that (i) if the Borrower notifies the Administrative Agent that the Borrower requests an amendment
to any provision hereof to eliminate the effect of any change occurring after the date of delivery of the financial statements described
in Section 3.04(a) in GAAP or in the application thereof (including the conversion to IFRS as described below) on the operation
of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision
hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof,
then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change becomes or became
effective until such notice shall have been withdrawn or such provision amended in accordance herewith, and (ii) if such an amendment
is requested by the Borrower or the Required Lenders, then the Borrower and the Administrative Agent shall negotiate in good faith to
enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to the Lenders) to preserve
the original intent thereof in light of such change in GAAP or the application thereof. 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 Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards
159) (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 in respect of convertible debt instruments under Accounting Standards Codification 470-20 (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. If the Borrower
notifies the Administrative Agent that the Borrower (or its applicable Parent Company) is required to report under IFRS or has elected
to do so through an early adoption policy, thereafter “GAAP” shall mean international financial reporting standards
pursuant to IFRS (provided that after such conversion, the Borrower cannot elect to report under GAAP).


 


(b)            Notwithstanding paragraph
(a) above, solely for purposes of determining the amount any Capital Lease, Consolidated Interest Expense, Consolidated Total
Debt and Indebtedness, GAAP shall exclude the accounting treatment requiring all leases to be reflected as liabilities on the
balance sheet and capitalized, and only those leases that would constitute Capital Leases in conformity with GAAP prior to the
implementation of such accounting treatment shall be considered Capital Leases, and all calculations and determinations under this
Agreement or any other Loan Document shall be made in a manner consistent therewith.


 






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Section 1.05.                     
Effectuation of Transactions. Each of the representations and warranties contained in this Agreement (and all corresponding
definitions) is made after giving effect to the Transactions, unless the context otherwise requires.


 


Section 1.06.                     
Timing of Payment of Performance. Subject to the definitions of Interest Payment Date and Interest Period, when payment
of any obligation or the performance of any covenant, duty or obligation is stated to be due or 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, and, in the case of any payment accruing interest, interest thereon shall be payable for the
period of such extension.


 


Section 1.07.                     
Times of Day. Unless otherwise specified, all references herein to times of day shall be references to New York City time
(daylight or standard, as applicable).


 


Section 1.08.                     
Currency Generally.


 


(a)            
Subject to clause (b) of this Section 1.08, for purposes of any determination hereunder (other than the calculation
of compliance with any financial ratio) with respect to any Specified Transaction, any other transaction or utilization or other measurement
or calculation of any transaction or action in a currency other than Dollars, (i) the Dollar equivalent amount of such Specified
Transaction, any other transaction or utilization or other measurement or calculation of any transaction or action shall be calculated
based on a currency exchange rate determined by the Borrower in good faith in effect on the date of such applicable transaction, utilization,
measurement or calculation (or such other date as the Borrower determines in good faith is the appropriate calculation date, including,
at the election of the Borrower, the applicable LCT Test Date for a Limited Condition Transaction); provided, that in the case
of the incurrence of Indebtedness under any revolving credit or delayed draw facility, the Borrower may instead elect to use the currency
exchange rate in effect on the date such indebtedness was first committed or first incurred (whichever yields the lower Dollar equivalent);
provided that if any Indebtedness is incurred (and, if applicable, associated Lien granted) to refinance or replace other Indebtedness
denominated in a currency other than Dollars, and the relevant refinancing or replacement would cause the applicable Dollar-denominated
restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement,
such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement
Indebtedness (and, if applicable, associated Lien granted) does not exceed an amount sufficient to repay the principal amount of such
Indebtedness being refinanced or replaced, except by an amount equal to (x) unpaid accrued interest and premiums (including tender premiums)
thereon plus other reasonable and customary fees and expenses (including upfront fees and original issue discount) incurred in
connection with such refinancing or replacement, (y) any existing commitments unutilized thereunder and (z) additional amounts permitted
to be incurred under Section 6.01 and (ii) for the avoidance of doubt, no Default or Event of Default shall be deemed
to have occurred solely as a result of a change in the rate of currency exchange occurring after the time of any Specified Transaction,
any other transaction or utilization or other measurement or calculation of any transaction or action.


 


(b)            Each
provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to
time specify with the Borrower’s consent to appropriately reflect a change in currency of any country and any relevant market
convention or practice relating to such change in currency.


 






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Section 1.09.                     
Cashless Rollovers. Notwithstanding anything to the contrary contained in this Agreement or in any other Loan Document,
to the extent that any Lender extends the maturity date of, or replaces, renews or refinances, any of its then-existing Loans with
Incremental Loans, Replacement Term Loans, Loans in connection with any Replacement Revolving Facility, Extended Term Loans, Extended
Revolving Loans or loans incurred under a new credit facility, in each case, to the extent such extension, replacement, renewal or refinancing
is effected by means of a “cashless roll” by such Lender, such extension, replacement, renewal or refinancing shall be deemed
to comply with any requirement hereunder or any other Loan Document that such payment be made “in Dollars”, “in immediately
available funds”, “in Cash” or any other similar requirement.


 


Section 1.10.                     
Certain Conditions, Calculations and Tests.


 


(a)             Notwithstanding
anything to the contrary herein, with respect to any intended acquisition, Investment (other than Investments in the Borrower or any
Restricted Subsidiary), Restricted Payment and/or Restricted Debt Payment (each, taken together with any related actions and
transactions (including, in the case of any Indebtedness (including any Incremental Facilities), the incurrence, repayment and other
intended uses of proceeds), a “Limited Condition Transaction”), to the extent that the terms of this Agreement
require satisfaction of, or compliance with, any condition, test or requirement, in order to effect, incur or consummate such
Limited Condition Transaction (including (w) compliance with any financial ratio or test (including, without limitation, Sections
2.22, Section 4.02 and Article VI, any First Lien Leverage Ratio, any Secured Leverage Ratio, any Total
Leverage Ratio, any Net Interest Coverage Ratio and/or the amount of Consolidated Adjusted EBITDA or Consolidated Total Assets
(including any component definitions of the foregoing)), (x) the making or accuracy of any representations and warranties, (y) the
absence of a Default or Event of Default (or any type of Default or Event of Default) and/or (z) any other condition, test or
requirement), at the election of the Borrower (a “LCT Election”), the date of determination of whether any
relevant conditions, tests and requirements are satisfied or complied with shall be made on, and shall be deemed to be, the date
(the “LCT Test Date”) that the definitive agreements for such Limited Condition Transaction are entered into (or,
if applicable, delivery of notice of redemption, Prepayment, declaration of dividend or similar event), giving pro forma effect
to such Limited Condition Transaction (including any related actions and transactions) pursuant to this Section 1.10. If the
Borrower has made an LCT Election for any Limited Condition Transaction and such Limited Condition Transaction (including any
related actions and transactions) would be permitted on the LCT Test Date, (i) each such condition, test and requirement shall be
deemed satisfied and complied with for all purposes of such Limited Condition Transaction and (ii) any change in status of any such
condition, test and requirement between the LCT Test Date and the taking of the relevant actions or consummation of the relevant
transactions such that any applicable financial ratios or tests, baskets, conditions, requirements or provisions would be exceeded,
breached or otherwise no longer complied with or satisfied for any reason (including due to fluctuations in Consolidated Adjusted
EBITDA or Consolidated Total Assets or the Person subject to such Limited Condition Transaction) shall be disregarded such that all
financial ratios or tests, baskets, conditions, requirements or provisions shall continue to be deemed complied with and satisfied
for all purposes of such Limited Condition Transaction, all applicable transactions and actions will permitted and no Default or
Event of Default shall be deemed to exist or to have occurred or resulted from such change in status or Limited Condition
Transaction; provided, that (A) if financial statements for one or more subsequent fiscal quarters shall have become
available subsequent to the LCT Test Date, the Borrower may elect, in its sole discretion, to re-determine all financial ratios or
tests, baskets, conditions, requirements or provisions on the basis of such financial statements, in which case, such date of
redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets, and (B)
except as contemplated in the foregoing clause (A), compliance with such financial ratios or tests, baskets, conditions,
requirements or provisions shall not be determined or tested at any time for purposes of such Limited Condition Transaction after
the applicable LCT Test Date. If the Borrower has made an LCT Election, then in connection with any subsequent calculation of any
financial ratios or tests (including any Incurrence-Based Baskets), thresholds and availability (including under any Fixed Basket)
under this Agreement with respect to any unrelated transactions or actions on or following the applicable LCT Test Date and prior to
the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement (or, if applicable,
notice, declaration or similar event) for such Limited Condition Transaction is terminated or expires without consummation of such
Limited Condition Transaction, any financial ratios or tests, thresholds and availability shall be determined assuming such Limited
Condition Transaction (including any related actions and transactions) had been consummated.


 






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(b)           
For purposes of determining the permissibility of any action, change, transaction or event or compliance with any term that requires
a calculation of any financial ratio or test (including, without limitation, Sections 2.22, 2.23, 4.02 and Article
VI, any First Lien Leverage Ratio, any Secured Leverage Ratio, any Total Leverage Ratio, any Net Interest Coverage Ratio and/or the
amount or percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets (including any component definitions of the foregoing
and for the avoidance of doubt, notwithstanding clause (k) of the definition of “Consolidated Net Income”, which shall
be disregarded)), (i) Specified Transactions that have been made during the applicable Test Period (or, except as provided in Section
1.10(c), subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio
is made) and any Limited Condition Transaction (including any related actions and transactions) shall be calculated on a Pro Forma Basis
and be given pro forma effect assuming that all such Specified Transactions (including any related actions and transactions) and
Limited Condition Transactions had occurred on the first day of the applicable Test Period (or, in the case of Consolidated Total Assets
and Consolidated Total Debt, on the last date of the applicable Test Period) in good faith by a Responsible Officer of the Borrower and
include, for the avoidance of doubt, the amount of “run-rate” cost savings (including sourcing and supply chain savings),
operating expense reductions, operating, revenue and productivity improvements and synergies projected by the Borrower in good faith in
a manner consistent with, and without duplication of, clause (b)(xi) of the definition of “Consolidated Adjusted EBITDA”
(calculated on a Pro Forma Basis and given pro forma effect as though such “run-rate” cost savings (including sourcing
and supply chain savings), operating expense reductions, operating, revenue and productivity improvements and synergies had been realized
on the first day of such period for the entirety of such period), and any such adjustments shall be included in the initial pro forma
calculations of such financial ratios or tests and during any subsequent Test Period in a manner consistent with, and without duplication
of, clause (b)(xi) of the definition of “Consolidated Adjusted EBITDA”, whether through a pro forma adjustment
or otherwise, and (ii) any borrowings under any revolving facility made subsequent to the end of the applicable Test Period incurred substantially
concurrently with the applicable Specified Transaction or used for working capital needs and capital expenditures shall be disregarded
and excluded from such pro forma calculation.


 


(c)             The
calculation of any financial ratio or test (including, without limitation, Sections 2.22, 2.23, 4.02 and Article
VI, any First Lien Leverage Ratio, any Secured Leverage Ratio, any Total Leverage Ratio, any Net Interest Coverage Ratio and/or
the amount or percentage of Consolidated Adjusted EBITDA or Consolidated Total Assets (including any component definitions of the
foregoing and for the avoidance of doubt, notwithstanding clause (k) of the definition of “Consolidated Net
Income”, which shall be disregarded)) shall be based on the most recently ended Test Period for which internal financial
statements are available (as determined in good faith by the Borrower); provided, that, for purposes of the definition of
 “Applicable Rate”, (i) to the extent any Specified Transactions were made subsequent to the end of the applicable Test
Period, such Specified Transactions shall not be given pro forma effect or be calculated on a Pro Forma Basis, and (ii) such
financial ratio or test shall be based on the most recently ended Test Period for which financial statements have been delivered
pursuant to Section 5.01(a) or (b) or referred to in Section 4.01(c), as applicable.


 






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(d)           
The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date
shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with
GAAP. If any Indebtedness bears a floating rate of interest and is being calculated on a Pro Forma Basis or being given pro forma effect,
the interest on such Indebtedness attributable to any period subsequent to such Test Period and prior to or simultaneously with the event
for which the calculation of any such ratio is made shall be calculated for as if the rate in effect on the date of the event for which
the calculation is made had been the applicable rate for the entire period (taking into account any hedging obligations applicable to
such Indebtedness). Interest on a Capital Lease obligation shall be deemed to accrue at an interest rate reasonably determined by a Responsible
Officer of the Borrower to be the rate of interest implicit in such Capital Lease obligation in accordance with GAAP. Any calculation
of the Net Interest Coverage Ratio on a Pro Forma Basis will be calculated using an assumed interest rate in determining Consolidated
Interest Expense based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness
or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith.


 


(e)            
The increase in amounts secured by Liens by virtue of accrual of interest, the accretion of accreted value, the payment of interest
or dividends in the form of additional Indebtedness, amortization of original issue discount and increases in the amount of Indebtedness
outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for
purposes of Section 6.02.


 


(f)             For
purposes of determining compliance at any time with the provisions of this Agreement, in the event that any Indebtedness (including
any Incremental Facility and Incremental Equivalent Debt), Lien, Restricted Payment, Restricted Debt Payment, Investment,
Disposition or Affiliate transaction or other transaction, as applicable, meets the criteria of more than one category (or
subcategory within any category) of exceptions, thresholds, baskets, or other provisions of transactions or items permitted pursuant
to any clause of Article VI (other than Sections 6.01(a) and (x)), any component (or subcomponent) in the
definition of “Incremental Cap” or any other provision of this Agreement, the Borrower, in its sole discretion, may, at
any time, classify or reclassify (on one or more occasions) and/or divide or re-divide (on one or more occasions) such transaction
or item (or portion thereof) among one or more such categories of exceptions, thresholds, baskets or provisions, as elected by the
Borrower in its sole discretion other than the Initial Term Loans and the “Revolving Loans” (as defined in the ABL
Credit Agreement) outstanding on the Closing Date and any refinancing indebtedness in respect thereof which may not be reclassified.
It is understood and agreed that any Indebtedness (including any Incremental Facility and Incremental Equivalent Debt), Lien,
Restricted Payment, Restricted Debt Payment, Investment, Disposition or Affiliate transaction or other transaction need not be
permitted solely by reference to one category (or subcategory) of exceptions, thresholds, baskets or provisions permitting such
Indebtedness, Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition and/or Affiliate transaction under Article
VI (other than Sections 6.01(a) and (x)), any component (or subcomponent) in the definition of
 “Incremental Cap” or any other provision of this Agreement, but may instead be permitted in part under any combination
thereof. Upon delivery of financial statements following any initial classification and division (or any subsequent reclassification
and re-division), if any applicable financial ratios for any Incurrence-Based Baskets would then be satisfied for the incurrence of
such Indebtedness (including any Incremental Facility and Incremental Equivalent Debt), Lien, Restricted Debt Payment, Investment,
Disposition or Affiliate transaction, any amount thereof under any Fixed Basket shall automatically be deemed reclassified and
re-divided as incurred under any available Incurrence-Based Baskets to the extent not previously elected by the Borrower and will be
deemed to have been incurred, issued, made or taken first, to the extent available, pursuant to any available Incurrence-Based
Baskets as set forth above without utilization of any Fixed Basket.


 






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(g)           
With respect to any amounts incurred or transactions entered into or consummated (including any Indebtedness (including any Incremental
Facility and Incremental Equivalent Debt), Lien, Restricted Payment, Restricted Debt Payment, Investment, Disposition or Affiliate transaction
or other transaction), in reliance on a combination of Fixed Baskets and Incurrence-Based Baskets, it is understood and agreed that (i)
the Incurrence-Based Baskets shall first be calculated without giving effect to any Fixed Baskets being relied upon for any portion of
such incurrence or transactions (i.e., the portion of such incurrence or transaction in reliance on all Fixed Baskets shall be
disregarded in the calculation of the financial ratio applicable to the Incurrence-Based Baskets, but full pro forma effect shall
otherwise be given thereto and to all other applicable and related transactions (including, in the case of Indebtedness, the intended
use of the aggregate proceeds of Indebtedness being incurred in reliance on a combination of Fixed Baskets and Incurrence-Based Baskets,
but without “netting” the Cash proceeds of such Indebtedness) and all other permitted pro forma adjustments (except
that the incurrence of any borrowings under any revolving credit facility shall be disregarded as set forth in Section 1.10(b)))
and (ii) thereafter, the incurrence of the portion of such amounts or other applicable transaction to be entered into in reliance on any
Fixed Baskets shall be calculated (and may subsequently be reclassified into Incurrence-Based Baskets in accordance with Section 1.10(f)).
For example, in calculating the maximum amount of Indebtedness permitted to be incurred under Fixed Baskets and Incurrence-Based Baskets
in Section 6.01 in connection with an acquisition, only the portion of such Indebtedness intended to be incurred under Incurrence-Based
Baskets shall be included in the calculation of financial ratios (and the portion of such Indebtedness intended to be incurred under Fixed
Baskets shall be deemed to not have been incurred in calculating such financial ratios), but pro forma effect shall be given to
the use of proceeds from the entire amount of Indebtedness intended to be incurred under both the Fixed Baskets and Incurrence-Based Baskets,
the consummation of the acquisitions and any related repayments of Indebtedness.


 


Section 1.11.                     
Rounding. Any financial ratios required to be maintained 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 for five).


 


Section
1.12.                      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 on the first date of its existence by the holders of its Capital Stock at such time.


 






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ARTICLE
II



THE CREDITS


 


Section 2.01.                     
Commitments.


 


(a)            
Subject to the terms and conditions set forth herein:


 


(i)       
Each Initial Term Lender severally, and not jointly, agrees to make Initial Term Loans to the Borrower on the Closing Date in Dollars
in a principal amount not to exceed its Initial Term Loan Commitment. Amounts repaid or prepaid in respect of such Initial Term Loans
may not be re-borrowed.


 


(ii)     
Each Initial Delayed Draw Term Lender severally, and not jointly, agrees to make Initial Delayed Draw Term Loans to the Borrower
in Dollars in a principal amount not to exceed its Initial Delayed Draw Term Loan Commitment at any time and from time to time on and
after the Closing Date, and until the Initial Delayed Draw Term Loan Commitment Expiration Date. The funded Initial Delayed Draw Term
Loans and Initial Term Loans are the same Class of Term Loans for purposes under this Agreement. Amounts repaid or prepaid in respect
of such Initial Delayed Draw Term Loans may not be re-borrowed.


 


(b)           
Subject to the terms and conditions of this Agreement, each Lender and each Additional Lender with an Additional Term Commitment
for a given Class of Incremental Term Loans severally, and not jointly, agrees to make Additional Term Loans of such Class to the Borrower,
which Additional Term Loans shall not exceed for any such Lender or Additional Lender at the time of any incurrence thereof, the Additional
Term Commitment of such Lender or Additional Lender for such Class on the respective date of borrowing of such Additional Term Loans.
Amounts repaid or prepaid in respect of such Additional Term Loans may not be re-borrowed.


 


Section 2.02.                     
Loans and Borrowings.


 


(a)            
Each Loan shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance
with their respective Commitments of the applicable Class.


 


(b)            Subject
to Section 2.01 and Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or LIBO Rate Loans as the
Borrower may request in accordance herewith. Each Lender at its option may make any LIBO Rate Loan by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided that (i) 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, (ii) such LIBO Rate Loan shall be
deemed to have been made and held by such Lender, and the obligation of the Borrower to repay such LIBO Rate Loan shall nevertheless
be to such Lender for the account of such domestic or foreign branch or Affiliate of such Lender and (iii) in exercising such
option, such Lender shall use reasonable efforts to minimize increased costs to the Borrower resulting therefrom (which obligation
of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in increased costs for
which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in the event of such
request for costs for which compensation is provided under this Agreement, the provisions of Section 2.15 shall apply); provided
further that any such domestic or foreign branch or Affiliate of such Lender shall not be entitled to any greater
indemnification under Section 2.17 with respect to such LIBO Rate Loan than that to which the applicable Lender was entitled
on the date on which such Loan was made (except in connection with any indemnification entitlement arising as a result of a Change
in Law after the date on which such Loan was made).


 






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(c)            
The Initial Delayed Draw Term Loans may be borrowed in one or more drawings commencing on the Closing Date until the date that
is the earlier of (x) twenty-four (24) months after the Closing Date and (y) the date on which the Initial Delayed Draw Term Loan Commitments
are reduced to zero (the “Initial Delayed Draw Term Loan Commitment Expiration Date”) and each Borrowing in respect
thereof shall comprise an aggregate principal amount that is not less than $5,000,000.


 


(d)           
The availability and funding of Initial Delayed Draw Term Loans shall, to the extent used as contemplated by clause (ii)
under Section 5.11(b), (i) be subject to customary “SunGard” conditionality provisions and limitations, including
in a manner consistent with Section 4.01, and (ii) if elected by the Borrower, shall be subject to Section 1.10(a).
If the Borrower has made an LCT Election prior to the Initial Delayed Draw Term Loan Commitment Expiration Date with respect to any Permitted
Acquisition or similar Investment (and related transactions) that the Borrower in good faith believes may be consummated after the Initial
Delayed Draw Term Loan Commitment Expiration Date, the associated Initial Delayed Draw Term Loans may be funded into escrow on the Initial
Delayed Draw Term Loan Commitment Expiration Date pending the consummation of such Permitted Acquisition or similar Investment (and related
transactions), subject to terms and conditions reasonably acceptable to the Administrative Agent and the Borrower.


 


Section
2.03.                      Requests
for Borrowings. Each Borrowing in respect of any Term Facility, each Borrowing in respect of any Additional Revolving Facility,
each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made
upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of Term Loan Borrowings
and/or Additional Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Merger and
(y) to be made in connection with any permitted acquisition, investment or irrevocable repayment or redemption of Indebtedness may
be conditioned on the closing of such acquisition, investment or repayment or redemption of Indebtedness). Each such notice must be
in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery,
fax or other electronic transmission (including “.pdf” or “.tiff”)) not later than (i) 2:00 p.m. three (3)
Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Loans (or one (1) Business Day in
the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) or (ii) 11:00 a.m. on the requested date of any
Borrowing of ABR Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however,
that (x) if the Borrower wishes to request Initial Delayed Draw Term Loans, the applicable notice from the Borrower must be
received by the Administrative Agent not later than (i) 2:00 p.m. three (3) Business Days prior to the requested date of such
Borrowing of LIBO Rate Loans or (ii) 2:00 p.m. one (1) Business Day to prior the requested date of such Borrowing of ABR Loans
(or, in each case, such later time as shall be acceptable to the Administrative Agent), whereupon the Administrative Agent shall
give prompt notice to the appropriate Lenders of such request and (y) if the Borrower wishes to request LIBO Rate Loans having an
Interest Period of other than one (1), two (2), three (3) or six (6) months in duration as provided in the definition of
 “Interest Period”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later
than 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time
as shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the
appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than
12:00 p.m. three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent
shall notify the Borrower whether or not the requested Interest Period is available to the appropriate Lenders. Each written notice
(or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be
delivered to the Administrative Agent in the form of a written Borrowing Request or such other form as may be approved by the
Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the
Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with Section 2.02:


 






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(a)            
the Class of such Borrowing;


 


(b)           
the aggregate amount of the requested Borrowing;


 


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


 


(d)           
whether such Borrowing is to be an ABR Borrowing or a LIBO Rate Borrowing;


 


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


 


(f)            
the location and number of the Borrower’s account or any other designated account(s) to which funds are to be disbursed (the
 “Funding Account”).


 


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 LIBO
Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one (1) month’s duration. The Administrative
Agent shall advise each Lender of the details thereof and of the amount of the Loan to be made as part of the requested Borrowing (x)
in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section 2.03
or (y) in the case of any LIBO Rate Borrowing, no later than one (1) Business Day following receipt of a Borrowing Request in accordance
with this Section 2.03.


 


Section 2.04.                     
[Reserved].


 


Section 2.05.                     
[Reserved].


 


Section 2.06.                     
[Reserved].


 


Section 2.07.                     
Funding of Borrowings.


 


(a)             Each
Lender shall make each Loan of any Class to be made by it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 2:00 p.m. to the account of the Administrative Agent most recently designated by it for such purpose by notice to
the Lenders of such Class in an amount equal to such Lender’s respective Applicable Percentage for such Class. The
Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to
the Funding Account or as otherwise directed by the Borrower.


 






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(b)           
Unless the Administrative Agent has received notice from any Lender prior to the proposed date of any 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 2.07 and may, in
reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if any 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 (without duplication) 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 Federal Funds Effective 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 Loans comprising such Borrowing at such time. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute
such Lender’s Loan included in such Borrowing and the Borrower’s obligation to repay the Administrative Agent such corresponding
amount pursuant to this Section 2.07(b) shall cease. If the Borrower pays such amount to the Administrative Agent, the amount
so paid shall constitute a repayment of such Borrowing by such amount. Nothing herein shall be deemed to relieve any Lender from its obligation
to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower or any other Loan Party may have against
any Lender as a result of any default by such Lender hereunder.


 


(c)             Unless
the Administrative Agent shall have received notice from a Lender holding Initial Delayed Draw Term Loan Commitments prior to the
date of any Borrowing of Initial Delayed Draw Term Loans that such Lender will not make available to the Administrative Agent such
Lender’s pro rata share of such Borrowing, the Administrative Agent may assume that such Lender has made such pro rata share
available to the Administrative Agent on the date of such Borrowing, and the Administrative Agent may in its sole discretion, in
reliance upon such assumption, make available to the Borrower on such date a corresponding amount. In the event that the
Administrative Agent has elected to make available to the Borrower any portion of the Initial Delayed Draw Term Loans and any Lender
with an Initial Delayed Draw Term Loan Commitment has failed to fund its portion thereof on the date and time required by this
Agreement (any such Lender, the “Unfunded DDTL Commitment Lender” and, any such Delayed Draw Term Loans provided
by the Administrative Agent, the “Fronted Delayed Draw Term Loans”), until the time that such Unfunded DDTL
Commitment Lender has funded its portion of any Fronted Delayed Draw Term Loans and reimbursed the Administrative Agent, the
Administrative Agent shall be entitled to receive any interest accruing applicable to such unfunded Fronted Delayed Draw Term Loans
and shall be entitled to retain the Delayed Draw Upfront Fee applicable to such Initial Delayed Draw Term Loan Commitments. Upon
funding by the relevant Unfunded DDTL Commitment Lender of any Fronted Delayed Draw Term Loans, (x) the proceeds of such funded
Fronted Delayed Draw Term Loans shall be retained by the Administrative Agent, (y) the Administrative Agent shall remit the Delayed
Draw Upfront Fee to such Unfunded DDTL Commitment Lender and (z) interest applicable to such funded Fronted Delayed Draw Term Loans
commencing with the date of such funding shall thereafter accrue to such Unfunded DDTL Commitment Lender. Additionally, if any
Unfunded DDTL Commitment Lender becomes a Defaulting Lender, then such Unfunded DDTL Commitment Lender’s Fronted Delayed Draw
Term Loans may be assigned (or if the Unfunded DDTL Commitment Lender becomes a Defaulting Lender pursuant to clause (d) of
the definition thereof, shall be assigned) to the Administrative Agent without any further action by any party and the
Administrative Agent shall be the “Lender” with respect to such Fronted Delayed Draw Term Loans for all purposes hereof
and the Administrative Agent shall be entitled to retain the Delayed Draw Upfront Fee. Each Lender hereby irrevocably appoints the
Administrative Agent (such appointment being coupled with an interest) as such Lender’s attorney-in-fact, with full authority
in the place and stead of such Lender and in the name of such Lender, from time to time in the Administrative Agent’s
discretion, with prior written notice to such Lender, to take any action and to execute any such Assignment and Assumption or other
instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this Section 2.07(c).
To the extent that the Administrative Agent has funded Fronted Delayed Draw Term Loans on behalf of any Unfunded DDTL Commitment
Lender, such Unfunded DDTL Commitment Lender shall not constitute a Defaulting Lender pursuant to clause (a) of the
definition thereof.


 






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(d)           
If a payment is made by the Administrative Agent (or its Affiliates) in error (as determined by the Administrative Agent and whether
known to the recipient or not) in excess of the amount of any payment actually made by, or on behalf of, the Borrower if in respect of
the Obligations or if a Lender is not otherwise entitled to receive such funds at such time of such payment, which payment was not intended
for such Lender under the Loan Documents, then such Lender shall forthwith on demand repay to the Administrative Agent the portion of
such payment that was made in error (or otherwise not intended (as determined by the Administrative Agent) to be received) in same day
funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative
Agent (or its Affiliate) to such Lender to the date such amount is repaid to the Administrative Agent (or its Affiliate) in same day funds
at the Federal Funds Effective Rate from time to time in effect; provided that the Administrative Agent shall have notified such
Lender of such payment within two (2) Business Days after the making thereof. Each Lender that fails to return such amounts to the Administrative
Agent within one (1) Business Day after receipt of such notice shall be a Defaulting Lender for all purposes under this Agreement, and
each Lender hereby agrees that the Administrative Agent (or its Affiliate) is authorized at any time and from time to time thereafter,
to the fullest extent permitted by law, to set off and apply any and all deposits of such Lender (general or special, time or demand,
provisional or final) at any time held by the Administrative Agent (or its Affiliate, including by branches and agencies of the Administrative
Agent, wherever located) for the account of such Lender against any such amounts. Each Lender irrevocably waives the discharge for value
defense in respect of any such payment. Notwithstanding anything to the contrary herein or in any other Loan Document, the Borrower and
the Loan Parties shall have no obligations, liabilities or responsibilities for any actions, consequences or remediation (including the
repayment or recovery of any amounts) contemplated by this Section 2.07(d).


 


Section 2.08.                     
Type; Interest Elections.


 


(a)            
Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a LIBO Rate Borrowing,
shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert any Borrowing
to a Borrowing of a different Type or to continue such Borrowing and, in the case of a LIBO Rate Borrowing, may elect Interest Periods
therefor, all as provided in this Section 2.08. 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 for the relevant Class based upon
their Applicable Percentages for such Class and the Loans of such Class comprising each such portion shall be considered a separate Borrowing.


 






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(b)           
 To make an election pursuant to this Section 2.08, the Borrower shall notify the Administrative Agent of such election
either in writing (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tiff”)) or by
telephone 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. Each such telephonic Interest Election Request
shall be irrevocable and shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf”
or “.tiff”) to the Administrative Agent of a written Interest Election Request signed by a Responsible Officer of the Borrower.


 


(c)            
Each telephonic and written 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;


 


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


 


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


 


If any such Interest Election Request
requests a LIBO Rate Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest
Period of one (1) month’s duration.


 


(d)           
Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each applicable 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 LIBO Rate Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, such Borrowing shall be converted at the
end of such Interest Period to a LIBO Rate Borrowing with an Interest Period of one (1) month. Notwithstanding any contrary provision
hereof, if an Event of Default exists and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower,
then, so long as such Event of Default exists (i) no outstanding Borrowing may be converted to or continued as a LIBO Rate Borrowing and
(ii) unless repaid, each LIBO Rate Borrowing shall be converted to an ABR Borrowing at the end of the then-current Interest Period applicable
thereto.


 


Section 2.09.                     
Termination and Reduction of Commitments.


 


(a)             Unless
previously terminated, (i) the Initial Term Loan Commitments shall automatically terminate upon the making of the Initial Term Loans
on the Closing Date and (ii) the Initial Delayed Draw Term Loan Commitments shall automatically terminate (A) in the event an Initial Delayed Draw Term Loan is funded, upon the making of such Initial Delayed Draw Term Loan in a corresponding amount and
(B) in any event, on the Initial Delayed Draw Term Loan Commitment Expiration Date.


 






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(b)           
Upon delivering the notice required by Section 2.09(c), the Borrower may at any time terminate or from time to time reduce
the Initial Delayed Draw Term Loan Commitments of any Class; provided that each reduction of the Initial Delayed Draw Term Loan
Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 or if less, the remaining amount thereof.


 


(c)            
The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Initial Delayed Draw Term Loan Commitment,
as applicable, under Section 2.09(b) in writing at least three (3) Business Days prior to the effective date of such termination
or reduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof.
Promptly following receipt of any notice, the Administrative Agent shall advise each applicable Initial Delayed Draw Term Lender of the
contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided that
any such notice may state that it is conditioned upon the effectiveness of other transactions or contingencies, 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 effective termination or reduction of any Initial Delayed Draw Term Loan Commitment pursuant to this Section 2.09(c)
shall be permanent. Upon any reduction of any Initial Delayed Draw Term Loan Commitment, the Initial Delayed Draw Term Loan Commitment
of each Initial Delayed Draw Term Lender of the relevant Class shall be reduced by such Initial Delayed Draw Term Lender’s Applicable
Initial Delayed Draw Term Loan Percentage of such reduction amount.


 


Section 2.10.                     
Repayment of Loans; Evidence of Debt.


 


(a)            
The Borrower hereby unconditionally promises to repay Initial Term Loans to the Administrative Agent for the account of each Term
Lender (i) commencing December 31, 2021, on the last Business Day of each March, June, September and December prior to the Initial Term
Loan Maturity Date (each such date being referred to as a “Loan Installment Date”), in each case in an amount equal
to 0.25% of the original principal amount of the Initial Term Loans, (as such payments may be (x) reduced from time to time as a result
of the application of prepayments in accordance with Section 2.11 and repurchases in accordance with Section 9.05(h) or
(y) increased by 0.25% of the original principal amount of each borrowing of Initial Delayed Draw Term Loans actually funded prior
to the applicable Loan Installment Date or such other amount as determined by the Administrative Agent and the Borrower to make the Initial
Delayed Draw Term Loans fungible with the Initial Term Loans), and (ii) on the Initial Term Loan Maturity Date, in an amount equal to
the remainder of the principal amount of the Initial Term Loans outstanding on such date, together in each case with accrued and unpaid
interest on the principal amount to be paid to but excluding the date of such payment.


 


(b)           
The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Additional Lender, the
then-unpaid principal amount of each Additional Revolving Loan of such Additional Lender on the Maturity Date applicable thereto.


 


(c)             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.


 






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(d)           
The Administrative Agent shall maintain accounts (which shall be part of the Register) in which it shall record (i) the amount
of each Loan made hereunder, the Class and Type thereof and the Interest Period (if any) applicable thereto, (ii) the amount of any principal
or interest due and payable or to become due and payable from the Borrower to each Lender 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.


 


(e)            
The entries made in the accounts maintained in the Register shall be prima facie evidence of the existence and amounts of the obligations
recorded therein (absent manifest error); provided that the failure of any Lender or the Administrative Agent to maintain accounts pursuant
to Sections 2.10(c) and 2.10(d) or any manifest error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement; provided, further, that in the event of any inconsistency between the
Register and any Lender’s records, the Register shall govern.


 


(f)            
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 and its registered assigns; it being understood and agreed that such
Lender (and/or its applicable assign) shall be required to return such Promissory Note to the Borrower in accordance with Section 9.05(b)(iii)
and upon the occurrence of the Termination Date (or as promptly thereafter as practicable).


 


Section 2.11.                     
Prepayment of Loans.


 


(a)            
Optional Prepayments.


 


(i)       
Upon prior notice in accordance with paragraph (a)(iii) of this Section 2.11, the Borrower shall have the right at
any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the
Borrower in its sole discretion) in whole or in part without premium or penalty except as provided in Sections 2.12(f) and
2.16. Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages of the relevant
Class.


 


(ii)     
Upon prior notice in accordance with paragraph (a)(iii) of this Section 2.11, the Borrower shall have the right at
any time and from time to time to prepay (in accordance with Section 2.18(a)) any Borrowing of Additional Revolving Loans
of any Class, in whole or in part without premium or penalty (but subject to Section 2.16); provided that after the establishment
of any Additional Revolving Facility, any such prepayment of any Borrowing of Additional Revolving Loans of any Class shall be subject
to the provisions set forth in Section 2.22, 2.23 and/or 9.02, as applicable. Each such prepayment shall be paid
to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class.


 


(iii)    The
Borrower shall notify the Administrative Agent by telephone (promptly confirmed in writing) of any prepayment under this Section
2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing not later than 1:00 p.m. three (3) Business Days before the
date of prepayment or (B) in the case of a prepayment of an ABR Borrowing, not later than 12:00 p.m. on the day of prepayment. Each
such notice shall be irrevocable (except as set forth in the proviso to this sentence) and shall specify the prepayment date and the
principal amount of each Borrowing or portion or each relevant Class to be prepaid; provided that a notice of prepayment
delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such
notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Promptly following receipt of any such notice relating to any Borrowing, the Administrative Agent shall
advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal
to the amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section
2.02(c), or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Term
Loans made pursuant to this Section 2.11(a) shall be applied against the remaining scheduled installments of principal due in
respect of the Term Loans of such Class (or one or more of such other facility, class or tranche of Term Loans, as determined by the
Borrower in its sole discretion) in the manner specified by the Borrower or, if not so specified on or prior to the date of such
optional prepayment, in direct order of maturity.


 






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(b)           
Mandatory Prepayments.


 


(i)        No
later than the fifth (5th) Business Day after the date on which the financial statements with respect to each Fiscal Year of the
Borrower are required to be delivered pursuant to Section 5.01(b), commencing with the Fiscal Year ending on or around
December 31, 2022, the Borrower shall prepay the outstanding principal amount of Subject Loans in accordance with clause (vi)
of this Section 2.11(b) below in an aggregate principal amount (the “ECF Prepayment Amount”) equal to (A)
the Required Excess Cash Flow Percentage of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for the Calculation
Period then ended, minus (B) $10.0 million minus (C) unless otherwise elected by the Borrower (in which case
any such amount shall be deducted from the calculation of Excess Cash Flow instead), the aggregate principal amount optionally or
voluntarily Prepaid (to the extent permitted under this Agreement and without duplication of the amount thereof applied to reduce
the ECF Prepayment Amount in the prior Fiscal Year) prior to such date of (1) any Initial Loans, any other Term Loans,
Incremental Equivalent Debt or any Additional Revolving Loans prepaid pursuant to Section 2.11(a), any ABL Loans and any
Permitted Senior Secured Debt, and (2) any Replacement Notes, based upon the actual amount of cash paid in connection with the
relevant assignment or purchase, except, in each case, to the extent financed with Long-Term Funded Indebtedness; provided
that, in each case, with respect to the ABL Facility, the Initial Delayed Draw Term Facility, any Incremental Revolving Facility and
any Replacement Revolving Facility, to the extent accompanied by a permanent reduction in the relevant commitment, minus (D)
all Cash payments in respect of capital expenditures as would be reported in the Borrower’s consolidated statement of cash
flows made during such Calculation Period and, at the option of the Borrower, in the case of any Calculation Period, any Cash
payments in respect of any such capital expenditures made prior to the date of the Excess Cash Flow payment in respect of such
Calculation Period, except, in each case, to the extent financed with Long-Term Funded Indebtedness, minus (E) Cash payments
made during such Calculation Period (or, at the option of the Borrower (in its sole discretion), made after such Calculation Period
and prior to the date of the applicable Excess Cash Flow payment) in respect of Permitted Acquisitions and other Investments
permitted by Section 6.06 (including Investments in joint ventures, but excluding Investments in (x) Cash and Cash
Equivalents and (y) the Borrower or any of its Restricted Subsidiaries), except, in each case, to the extent financed with Long-Term
Funded Indebtedness. Notwithstanding the foregoing, (I) if at the time that any such prepayment would be required, the Borrower (or
any other Restricted Subsidiary of the Borrower) is also required to Prepay any Indebtedness that is secured on a pari passu
basis with the First Priority Secured Obligations pursuant to the terms of the documentation governing such Indebtedness (such
Indebtedness required to be so Prepaid, “Other Applicable Indebtedness”) with any portion of the ECF Prepayment
Amount, then the Borrower may apply such portion of the ECF Prepayment Amount on a pro rata basis (determined on the basis of
the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time) to the Prepayment of such
Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to
this Section 2.11(b)(i) shall be reduced accordingly; provided, that the portion of such ECF Prepayment Amount
allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to
the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount
shall be allocated to the Term Loans in accordance with the terms hereof and (II) to the extent the holders of Other Applicable
Indebtedness decline to have such Other Applicable Indebtedness Prepaid, the declined amount shall promptly (and in any event within
ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof
(unless such other application is otherwise permitted hereunder).


 






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(ii)     
No later than the fifth (5th) Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net
Insurance/Condemnation Proceeds (in each case, excluding Net Proceeds attributable to ABL Priority Collateral), in each case, in excess
of $25.0 million in the aggregate in any Fiscal Year (in each case, the amount of such excess, the “Subject Proceeds”;
provided that, any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds the Net Proceeds of which are less than $15.0 million
with respect to any single event or transaction (or series of related events or transactions) shall not be subject to this Section 2.11(b)(ii)),
the Borrower shall apply an amount equal to 100% of such Subject Proceeds to prepay the outstanding principal amount of Subject Loans
in accordance with clause (vi) below; provided, that if, prior to the date any such prepayment is required to be made, the
Borrower notifies the Administrative Agent of its intention to reinvest the Subject Proceeds in assets used or useful in the business
(other than Cash or Cash Equivalents) of the Borrower or any of its Restricted Subsidiaries, then so long as no Event of Default then
exists, the Borrower shall not be required to make a mandatory prepayment under this clause (ii) in respect of the Subject Proceeds
to the extent (A) the Subject Proceeds are so reinvested within fifteen (15) months following receipt thereof or (B) the Borrower or any
of its Restricted Subsidiaries has committed to so reinvest the Subject Proceeds during such 15-month period and the Subject Proceeds
are so reinvested within six (6) months after the expiration of such 15-month period; provided, however, that if the Subject
Proceeds have not been so reinvested prior to the expiration of the applicable period, the Borrower shall promptly prepay the outstanding
principal amount of Subject Loans with the Subject Proceeds not so reinvested as set forth above (without regard to the immediately preceding
proviso); provided, further, that (x) if, at the time that any such prepayment would be required hereunder, the Borrower
or any of its Restricted Subsidiaries is required to Prepay (or offer to repay or repurchase) any Other Applicable Indebtedness, then
the relevant Person may apply the Subject Proceeds on a pro rata basis to the prepayment of the Subject Loans and to the Prepay
of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Subject Loans and Other
Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount)), provided,
further, that the portion of the Subject Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of
the Subject Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount,
if any, of the Subject Proceeds shall be allocated to the Term Loans in accordance with the terms hereof, and (y) to the extent the holders
of the Other Applicable Indebtedness decline to have such Other Applicable Indebtedness Prepaid, the declined amount shall promptly (and
in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Subject Loans in accordance with
the terms hereof; provided, further, that the foregoing percentage of Subject Proceeds shall be reduced (x) to if the First
Lien Leverage Ratio is greater than 2.75:1.00, 50%, and (y) if the First Lien Leverage Ratio is less than or equal to 2.25:1.00, 0%. Notwithstanding
anything to the contrary herein or in any other Loan Document, the Net Proceeds of any Disposition of any ABL US Priority Collateral shall
not be required to be applied to the prepayment of the Initial Term Loans hereunder.


 






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(iii)   
 In the event that the Borrower or any of its Restricted Subsidiaries receives Net Proceeds from the issuance or incurrence of
Indebtedness by the Borrower or any of its Restricted Subsidiaries (other than with respect to Indebtedness permitted under Section 6.01,
except to the extent the relevant Indebtedness constitutes (A) Replacement Term Loans, Replacement Revolving Facility or Replacement Notes
incurred to refinance all or a portion of any Class or Classes of Term Loans (as determined by the Borrower) in accordance with the requirements
of Section 9.02(c), or (B) Incremental Loans or Incremental Equivalent Debt incurred to refinance all or a portion of any
Class or Classes of Term Loans to the extent required by the terms thereof to prepay or offer to prepay such Term Loans and such Incremental
Loans or Incremental Equivalent Debt do not constitute utilization of the Incremental Cap pursuant to Section 2.22), the Borrower
shall, promptly upon (and in any event not later than the next succeeding Business Day after) the receipt of such Net Proceeds by the
Borrower or its applicable Restricted Subsidiary, apply an amount equal to 100% of such Net Proceeds to prepay the outstanding principal
amount of the relevant Class or Classes of Term Loans in accordance with clause (vi) below.


 


(iv)    
Notwithstanding anything in this Section 2.11(b) to the contrary,


 


(A) the Borrower shall
not be required to prepay any amount that would otherwise be required to be paid pursuant to Section 2.11(b)(i) or (ii)
above to the extent that the relevant Excess Cash Flow is generated by any Foreign Subsidiary, the relevant Prepayment Asset Sale is consummated
by any Foreign Subsidiary, the relevant Net Insurance/Condemnation Proceeds are received by any Foreign Subsidiary, as the case may be,
for so long as the repatriation to the Borrower of any such amount would be prohibited under any Requirement of Law or conflict with the
fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material
risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign
Subsidiary (it being agreed that, solely during the period within one (1) year following the date such prepayments are required to be
made, the Borrower shall, and shall cause the applicable Foreign Subsidiary to, promptly use commercially reasonable efforts to take all
actions required by applicable Requirements of Law to permit such repatriation) and if after taking such actions, the affected Subject
Proceeds or Excess Cash Flow, as the case may be, is permitted under the applicable Requirement of Law and, to the extent applicable,
would no longer conflict with the fiduciary duties of such director, or result in, or could reasonably be expected to result in, a material
risk of personal or criminal liability for the Persons described above within one (1) year following the date such prepayments are required
to be made, the relevant Foreign Subsidiary will promptly repatriate the relevant Subject Proceeds or Excess Cash Flow, as the case may
be, and the repatriated Subject Proceeds or Excess Cash Flow, as the case may be, will be promptly (and in any event not later than two
(2) Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment
of the Initial Term Loans and other Term Loans required pursuant to this Section 2.11(b) to the extent required herein (without
regard to this clause (iv)(A)) or the Borrower or another subsidiary may, at its option, apply to such repayment an equivalent
amount with the Foreign Subsidiary not repatriating the actual Subject Proceeds or Excess Cash Flow; and


 


(B) if the
Borrower determines in good faith that the repatriation (or other intercompany distribution) to the Borrower of any amounts required
to mandatorily prepay the Initial Term Loans and other Term Loans pursuant to Section 2.11(b)(i) or (ii) above
would result in any Parent Company, Holdings, the Borrower or any Restricted Subsidiary incurring material Tax liabilities
(including any material withholding Tax) or material adverse Tax consequences (such amount, a “Restricted
Amount”), as reasonably determined by the Borrower, the amount the Borrower shall be required to mandatorily prepay
pursuant to Section 2.11(b)(i) or (ii) above, as applicable, shall be reduced by the Restricted Amount until such time
as the Restricted Amount may be repatriated (or otherwise distributed) to the Borrower without the incurrence of such material Tax
liability or material adverse Tax consequences (each, as determined in good faith by the Borrower); provided, that to the
extent that the repatriation (or other intercompany distribution) of any Subject Proceeds or Excess Cash Flow from the relevant
Foreign Subsidiary would no longer have a material Tax liability or material adverse Tax consequences within one (1) year following
the date such prepayments are required to be made, an amount equal to the Subject Proceeds or Excess Cash Flow, as applicable, not
previously applied pursuant to preceding clause (B), shall be promptly applied to the repayment of the Initial Term Loans and
Additional Term Loans pursuant to Section 2.11(b) as otherwise required above (without regard to this clause
(iv)(B));


 






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(v)      
Each Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative
Agent, prior to any prepayment of Initial Term Loans and Additional Term Loans required to be made by the Borrower pursuant to this Section 2.11(b),
to decline all (but not a portion) of its Applicable Percentage of such prepayment (such declined amounts, the “Declined Proceeds”);
provided that (A) to the extent that any such prepayment is declined, the remaining amount thereof may be retained by the Borrower
and (B) for the avoidance of doubt, no Lender may reject any prepayment made under Section 2.11(b)(iii) above to the extent that
such prepayment is made with Indebtedness described in clauses (A) or (B) of Section 2.11(b)(iii) above. If any Lender
fails to deliver a notice to the Administrative Agent of its election to decline receipt of its Applicable Percentage of any mandatory
prepayment within the time frame specified by the Administrative Agent, such failure will be deemed to constitute an acceptance of such
Lender’s Applicable Percentage of the total amount of such mandatory prepayment of Initial Term Loans and Additional Term Loans.


 


(vi)     Except
as may otherwise be set forth in any amendment to this Agreement in connection with any Additional Term Loan, (A) each prepayment of
Initial Term Loans and other Term Loans required pursuant to this Section 2.11(b) shall be applied ratably to each Class of
Term Loans (based upon the then outstanding principal amounts of the respective Classes of Term Loans) (provided that any
prepayment of Initial Term Loans or Additional Term Loans constituting Refinancing Indebtedness incurred to refinance all or a
portion of the Initial Term Loans or Additional Term Loans pursuant to Section 6.01(p) or Replacement Term Loans incurred to
refinance Initial Term Loans or Additional Term Loans in accordance with the requirements of Section 9.02(c) shall be applied
solely to each applicable Class of refinanced or replaced Term Loans), (B) with respect to each Class of Initial Term Loans and
Additional Term Loans, all accepted prepayments under Section 2.11(b)(i), (ii) or (iii) shall be applied
against the remaining scheduled installments of principal due in respect of the Initial Term Loans and Additional Term Loans as
directed by the Borrower (or, in the absence of direction from the Borrower, to the remaining scheduled amortization payments in
respect of the Initial Term Loans and Additional Term Loans in direct order of maturity), and (C) each such prepayment shall be
paid to the Term Lenders in accordance with their respective Applicable Percentages of the applicable Class. The amount of such
mandatory prepayments shall be applied on a pro rata basis to the then outstanding Initial Term Loans and other Term Loans
being prepaid irrespective of whether such outstanding Loans are ABR Loans or LIBO Rate Loans; provided that the amount
thereof shall be applied first to ABR Loans to the full extent thereof before application to the LIBO Rate Loans in a manner that
minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.16. Any prepayment of Initial
Loans made on or prior to the date that is six (6) months after the Closing Date pursuant to Section 2.11(b)(iii) as part of
a Repricing Transaction shall be accompanied by the fee set forth in Section 2.12(f).


 






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(vii)  
[Reserved].


 


(viii) At the time
of each prepayment required under Section 2.11(b)(i), (ii) or (iii), the Borrower shall deliver to the Administrative
Agent a certificate signed by a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of the amount of
such prepayment. Each such certificate shall specify the Borrowings being prepaid and the principal amount of each Borrowing (or portion
thereof) to be prepaid. Prepayments shall be accompanied by accrued interest as required by Section 2.13. All prepayments of Borrowings
under this Section 2.11(b) shall be subject to Section 2.16 and, in the case of prepayments under clause (iii) above
as part of a Repricing Transaction, Section 2.12(f), but shall otherwise be without premium or penalty.


 


Section 2.12.                     
Fees.


 


(a)            
The Borrower agrees to pay to the Administrative Agent for the account of each Initial Delayed Draw Term Lender of any Class (other
than any Defaulting Lender) a commitment fee (the “Delayed Draw Ticking Fee”), which shall accrue at a rate per
annum equal to the Initial Delayed Draw Term Loan Commitment Fee Rate applicable to the Initial Delayed Draw Term Loan Commitments
of such Class on the actual amount of the unused Initial Delayed Draw Term Loan Commitments of such Class of such Initial Delayed Draw
Term Lender calculated based upon the actual number of days elapsed over a 360-day year for the period from and including the Closing
Date to the date on which such Lender’s Initial Delayed Draw Term Loan Commitment of such Class terminates. Accrued commitment fees
shall be payable in arrears on the last Business Day of each March, June, September and December for the quarterly period then ended (commencing
on September 30, 2021) and on the Initial Delayed Draw Term Loan Commitment Expiration Date. The Delayed Draw Ticking Fee shall be distributed
to the Initial Delayed Draw Term Lenders pro rata in accordance with the amount of each such Initial Delayed Draw Term Lender’s
Initial Delayed Draw Term Loan Commitment.


 


(b)           
The Borrower agrees to pay to each Initial Delayed Draw Term Lender (other than any Defaulting Lender) an upfront fee (the “Delayed
Draw Upfront Fee”) in an amount equal to 0.25% of the stated principal amount of such Initial Delayed Draw Term Lender’s
Initial Delayed Draw Term Loan actually funded. Such Delayed Draw Upfront Fee will be in all respects fully earned, due and payable on
the date of funding of such Initial Delayed Draw Term Loan and non-refundable and non-creditable thereafter and, in the case of the Initial
Delayed Draw Term Loans, such Delayed Draw Upfront Fee shall be netted against Initial Delayed Draw Term Loans made by such Initial Delayed
Draw Term Lender.


 


(c)            
[Reserved].


 


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


 


(e)            
All fees payable hereunder shall be paid on the dates due, in Dollars and in immediately available funds, to the Administrative
Agent for distribution, in the case of commitment fees and participation fees, to the Revolving Lenders. Fees paid shall not be refundable
under any circumstances except as otherwise provided in the Fee Letter.


 






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(f)            
 In the event that, on or prior to the date that is six (6) months after the Closing Date, the Borrower (x) prepays, repays, refinances,
substitutes or replaces any Initial Loans in connection with a Repricing Transaction (including, for the avoidance of doubt, any prepayment
made pursuant to Section 2.11(b)(iii) that constitutes a Repricing Transaction), or (y) effects any amendment, modification
or waiver of, or consent under, this Agreement resulting in a Repricing Transaction (it being understood and agreed for the avoidance
of doubt that (i) prepayments as a result of assignments made to Affiliated Lenders pursuant to Section 9.05(g) and (ii) terminations
or reductions of any unfunded Initial Delayed Draw Term Loan Commitments pursuant to Section 2.09(b)(ii), in each case, shall
not be subject to this Section 2.12(f)), the Borrower shall pay to the Administrative Agent, for the ratable account of each of
the applicable Lenders, (I) in the case of clause (x), a premium of 1.00% of the aggregate principal amount of the Initial Loans
so prepaid, repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate
principal amount of the Initial Loans that are the subject of such Repricing Transaction outstanding immediately prior to such amendment.
If, on or prior to the date that is six (6) months after the Closing Date, all or any portion of the Initial Loans held by any Lender
are prepaid, repaid, refinanced, substituted or replaced pursuant to Section 2.19(b)(iv) as a result of, or in connection
with, such Lender not agreeing or otherwise consenting to any waiver, consent, modification or amendment referred to in clause (y)
above (or otherwise in connection with a Repricing Transaction), such prepayment, repayment, refinancing, substitution or replacement
will be made at 101% of the principal amount so prepaid, repaid, refinanced, substituted or replaced. All such amounts shall be due and
payable on the date of effectiveness of such Repricing Transaction.


 


(g)           
Unless otherwise indicated herein, all computations of fees shall be made on the basis of a 360-day year and shall be payable for
the actual days elapsed (including the first day but excluding the last day). Each determination by the Administrative Agent of a fee
hereunder shall be conclusive and binding for all purposes, absent manifest error.


 


Section 2.13.                     
Interest.


 


(a)            
The Term Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.


 


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


 


(c)            
[Reserved].


 


(d)           
Notwithstanding the foregoing and subject to Section 2.21, if any principal of or interest on any Initial Term Loan or Additional
Loan or any fee payable by the Borrower hereunder is not, in each case, paid or reimbursed when due, whether at stated maturity, upon
acceleration or otherwise, the relevant overdue amount shall bear interest, to the fullest extent permitted by law, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal or interest of any Initial Term Loan or Additional Loan,
2.00% plus the rate otherwise applicable to such Initial Term Loan or Additional Loan as provided in the preceding paragraphs of
this Section 2.13 or in the amendment to this Agreement relating thereto or (ii) in the case of any other amount, 2.00% plus
the rate applicable to Initial Term Loans that are ABR Loans as provided in paragraph (a) of this Section 2.13; provided
that no amount shall accrue pursuant to this Section 2.13(d) on any overdue amount or other amount payable to a Defaulting
Lender so long as such Lender is a Defaulting Lender.


 






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(e)            
 Accrued interest on each Initial Term Loan or Additional Loan shall be payable in arrears on each Interest Payment Date for such
Initial Term Loan, Additional Loan or any other Loan and on the Maturity Date applicable to such Loan or upon the termination of any Additional
Commitments; provided that (i) interest accrued pursuant to paragraph (d) of this Section 2.13 shall be payable
on demand, (ii) in the event of any repayment or prepayment of any Initial Term Loan, Additional Loan or any other Loan, 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 LIBO Rate Borrowing prior to the end of the current Interest Period therefor, accrued interest on such Initial Term Loan or Additional
Loan shall be payable on the effective date of such conversion.


 


(f)            
All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed for ABR Loans 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). The applicable Alternate Base Rate or LIBO Rate shall be determined
by the Administrative Agent, and such determination shall be conclusive absent manifest error. Interest shall accrue on each Loan from
and including the date on which such Loan is made to but excluding the date on which the Loan or such interest is paid; provided
that any Loan that is repaid on the same day on which it is made shall bear interest for one (1) day.


 


Section 2.14.                     
Benchmark Replacement Setting.


 


(a)            
Benchmark Replacement.


 


(i)       
(a) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early
Opt-in 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 (A) 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 (other than any
Benchmark Replacement Conforming Changes made pursuant to clause (ii) below) and (B) 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
(other than any Benchmark Re-placement Conforming Changes made pursuant to clause (ii) below) 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
of each Class.


 


(ii)     
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 (ii)
shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.


 






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(b)           
Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative
Agent and the Borrower 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.


 


(c)            
Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the
Lenders of (1) any occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable,
and its related Benchmark Replacement Date, (2) the implementation of any Benchmark Replacement, (3) the effectiveness of any Benchmark
Replacement Conforming Changes, (4) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (5)
the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the
Administrative Agent, the Borrower 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.


 


(d)           
Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at
any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current Benchmark is a term rate
(including Term SOFR or USD LIBOR) 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 and in consultation with
the Borrower or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of
in-formation 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 (2) if a tenor that was removed pursuant to clause (1) 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.


 


(e)            
Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability
Period, the Borrower may revoke any request for a Eurocurrency Borrowing of, conversion to or continuation of Eurocurrency Rate 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 Alternate Base Rate based upon the then-current
Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.


 






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Section 2.15.                     
Increased Costs.


 


(a)            
If any Change in Law:


 


(i)     
imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets of, deposits with or for
the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the LIBO Rate), or


 


(ii)     
subjects any Lender or the Administrative Agent to any Taxes (other than Indemnified Taxes, Other Taxes and Excluded Taxes) on
its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital
attributable thereto, or


 


(iii)   
imposes on any Lender or the London interbank market any other condition (other than Taxes) affecting this Agreement or the LIBO
Rate Loans made by any Lender,


 


and the result of any of the foregoing is to increase
the cost to the relevant Lender of making or maintaining any LIBO Rate Loan (or of maintaining its obligation to make any such Loan) or
to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or otherwise) in respect of any
LIBO Rate Loan in an amount deemed by such Lender to be material, then, within thirty (30) days after the Borrower’s receipt of
the certificate contemplated by paragraph (c) of this Section 2.15, the Borrower will pay to such Lender such additional
amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered; provided that the Borrower
shall not be liable for such compensation if (x) the relevant Change in Law occurs on a date prior to the date such Lender becomes a party
hereto, (y) such Lender invokes Section 2.20 or (z) in the case of requests for reimbursement under clause (iii) of Section
2.15(a) resulting from a market disruption, (A) the relevant circumstances are not generally affecting the banking market or (B) the
applicable request has not been made by Lenders constituting Required Lenders.


 


(b)           
If any Lender determines that any Change in Law regarding liquidity or capital requirements has or would have the effect of reducing
the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of
this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have
achieved but for such Change in Law (other than due to Taxes) (taking into consideration such Lender’s policies and the policies
of such Lender’s holding company with respect to capital adequacy), then within thirty (30) days of receipt by the Borrower of the
certificate contemplated by paragraph (c) of this Section 2.15 the Borrower will pay to such Lender such additional amount
or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.


 


(c)            
A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as applicable,
as specified in paragraph (a) or (b) of this Section 2.15 and setting forth in reasonable detail the manner in which
such amount or amounts were determined and certifying that such Lender is generally charging such amounts to similarly situated borrowers
shall be delivered to the Borrower and shall be conclusive absent manifest error.


 


(d)            Failure
or delay on the part of any Lender to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such
Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender
pursuant to this Section 2.15 for any increased costs or reductions incurred more than one hundred eighty (180) days prior to
the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such
Lender’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 conversion or prepayment of any principal of any LIBO Rate Loan other than
on the last day of an Interest Period applicable thereto (whether voluntary, mandatory, automatic, by reason of acceleration or otherwise),
(b) the failure to borrow, convert, continue or prepay any LIBO Rate Loan on the date or in the amount specified in any notice delivered
pursuant hereto or (c) the assignment of any LIBO Rate Loan of any Lender 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, then, in any such event, the Borrower shall compensate
each Lender for the loss, cost and expense incurred by such Lender that is attributable to such event (other than loss of profit). 
In the case of a LIBO Rate Loan, the loss, cost or expense of any Lender shall be the amount reasonably 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 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 the applicable currency of a comparable
amount and period from other banks in the Eurodollar market; it being understood that such loss, cost or expense shall in any case exclude
any interest rate floor and all administrative, processing or similar fees.  A certificate of any Lender (i) setting forth any amount
or amounts that such Lender is entitled to receive pursuant to this Section 2.16, the basis therefor and, in reasonable detail,
the manner in which such amount or amounts were determined and (ii) certifying that such Lender is generally charging the relevant amounts
to similarly situated borrowers 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 thirty (30) days after receipt thereof.


 


Section 2.17.                     
Taxes.


 


(a)            
Any and all payments made by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear
of and without deduction or withholding for any Taxes, except as required by applicable Requirements of Law. If any applicable Requirements
of Law require the deduction or withholding of any Tax from any such payment, then (i) the applicable withholding agent shall be entitled
to make such deduction or withholding, (ii) such withholding agent shall timely pay the full amount deducted or withheld to the relevant
Governmental Authority in accordance with applicable Requirements of Law, and (iii) if such Tax is an Indemnified Tax or Other Tax, the
amount payable by such Loan Party shall be increased as necessary so that after all required deductions and withholdings have been made
(including deductions and withholdings applicable to additional sums payable under this Section 2.17), each Lender or, in the case
of any payment made to the Administrative Agent for its own account, the Administrative Agent, receives an amount equal to the sum it
would have received had no such deductions or withholdings been made.


 


(b)           
In addition, and without duplication of other amounts payable by a Loan Party under this Section 2.17, the Loan Parties
shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Requirements of Law, or at the option
of the Administrative Agent, timely reimburse it for the payment of any Other Taxes.


 






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(c)            
 Each Loan Party shall jointly and severally indemnify the Administrative Agent and each Lender within thirty (30) days after receipt
of the certificate described in the succeeding sentence, for the full amount of any Indemnified Taxes or Other Taxes payable or paid by
the Administrative Agent or such Lender, as applicable (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable
to amounts payable under this Section 2.17) (other than any penalties attributable to the gross negligence, bad faith or willful
misconduct of the Administrative Agent or such Lender), and, in each case, any reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority;
provided that if such Loan Party reasonably believes that such Taxes were not correctly or legally asserted, the Administrative
Agent or such Lender, as applicable, will use reasonable efforts to cooperate with such Loan Party to obtain a refund of such Taxes (which
shall be repaid to such Loan Party in accordance with Section 2.17(h)) so long as such efforts would not, in the sole determination
of the Administrative Agent or such Lender, result in any additional out-of-pocket costs or expenses not reimbursed by such Loan Party
or be otherwise materially disadvantageous to the Administrative Agent or such Lender, as applicable. In connection with any request for
reimbursement under this Section 2.17(c), the relevant Lender or the Administrative Agent (on its own behalf or on behalf of a
Lender), as applicable, shall deliver a certificate to the Borrower setting forth, in reasonable detail, the basis and calculation of
the amount of the relevant payment or liability, which certificate shall be conclusive absent manifest error. Notwithstanding anything
to the contrary contained in this Section 2.17(c), the Loan Parties shall not be required to indemnify the Administrative Agent
or any Lender pursuant to this Section 2.17 for any Indemnified Taxes or Other Taxes, to the extent the Administrative Agent or
such Lender fails to notify the Borrower of the indemnification claim within one hundred eighty (180) days after the Administrative Agent
or such Lender receives written notice from the applicable Governmental Authority of the specific tax assessment giving rise to such indemnification
claim.


 


(d)           
To the extent required by any applicable Requirements of Law, the Administrative Agent may withhold from any payment to any Lender
an amount equivalent to any applicable withholding Tax. Each Lender shall severally indemnify the Administrative Agent, within thirty
(30) days after demand therefor, for any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees,
charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the
IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid
to or for the account of such Lender for any reason, and in any event including: (i) any Indemnified Taxes or Other Taxes imposed on or
with respect to any payment under any Loan Document that is attributable to such Lender (but only to the extent that no Loan Party has
already indemnified the Administrative Agent for such Indemnified Taxes or Other Taxes and without limiting or expanding 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
9.05(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 set off 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 any Lender under any Loan Document or otherwise payable
by the Administrative Agent to any Lender from any other source against any amount due to the Administrative Agent under this clause
(d).


 






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(e)            
 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 that is reasonably satisfactory
to the Administrative Agent.


 


(f)            
Status of Lenders.


 


(i)       
Any Lender that is entitled to an exemption from or reduction of any withholding Tax with respect to any 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 as the Borrower or the Administrative Agent may reasonably
request to 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 Requirements of
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. Each Lender hereby authorizes the Administrative Agent to deliver to the Borrower
and to any successor Administrative Agent any documentation provided to the Administrative Agent pursuant to this Section 2.17(f).


 


(ii)     
Without limiting the generality of the foregoing:


 


(A)         
each Lender that is not a Foreign Lender shall deliver to the Borrower and the Administrative Agent on or prior to the date on
which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower
or the Administrative Agent), two executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding
tax;


 


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


 


(1)               
in the case of any Foreign Lender claiming the benefits of an income tax treaty to which the U.S. is a party, two (2) executed
copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant
to such tax treaty;


 


(2)               
two (2) executed copies of IRS Form W-8ECI or W-8EXP;


 


(3)                in
the case of any Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or 881(c) of the
Code, (x) a certificate substantially in the form of Exhibit J-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 871(h)(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) executed copies of IRS Form W-8BEN or IRS
Form W-8BEN-E; or


 






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(4)               
to the extent any Foreign Lender is not the beneficial owner, two executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI,
IRS Form W-8BEN, IRS Form W-8EXP, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit J-2
or Exhibit J-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that
if such 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 J-4
on behalf of each such direct or indirect partner;


 


(C)             
each Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent
on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the
reasonable request of the Borrower or the Administrative Agent), two (2) executed copies of any other form prescribed by applicable Requirements
of 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 Requirements of 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 any Lender under any Loan Document would be subject to 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 applicable Requirements of Law
and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation as is prescribed by applicable
Requirements of Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and may be necessary for the Borrower and the Administrative
Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations
under FATCA, or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D),
 “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


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, provide
such successor form, or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Notwithstanding
anything to the contrary in this Section 2.17(f), no Lender shall be required to provide any documentation that such Lender is
not legally eligible to deliver.


 






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(g)           
 On or prior to the date on which the Administrative Agent becomes the Administrative Agent under this Agreement (and from time
to time thereafter upon the reasonable request of the Borrower or if any form or certification it previously delivered expires or becomes
obsolete), the Administrative Agent will deliver to the Borrower either (i) an executed copy of IRS Form W-9, or (ii) (x) with respect
to any amounts received on its own account, an executed copy of an applicable IRS Form W-8, and (y) with respect to any amounts received
for or on account of any Lender, an executed copy of IRS Form W-8 IMY certifying on Part I, Part II and Part VI thereof that it is a U.S.
branch that has agreed to be treated as a U.S. person for U.S. federal tax purposes with respect to payments received by it from the Borrower
in its capacity as Administrative Agent, as applicable. The Administrative Agent shall promptly notify the Borrower at any time it determines
that it is no longer in a position to provide the certification described in the prior sentence.


 


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


 


(i)           
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, any Lender, the termination of the Commitments and the
repayment, satisfaction or discharge of all obligations under any Loan Document.


 


(j)             
Defined Terms. For purposes of this Section 2.17, the term “Requirements of Law” includes FATCA.


 






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Section 2.18.                     
Payments Generally; Allocation of Proceeds; Sharing of Payments.


 


(a)             Unless
otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or
fees or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressed
hereunder or under such Loan Document (or, if no time is expressly required, by 3:00 p.m.) on the date when due, in immediately
available funds, without set-off (except as otherwise provided in Section 2.17) 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 to the
applicable account designated to the Borrower by the Administrative Agent, except that payments pursuant to Sections 2.15, 2.16
or 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.
Each Lender agrees that in computing such Lender’s portion of any Borrowing to be made hereunder, the Administrative Agent
may, in its discretion, round such Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount. All
payments (including any principal, accrued interest, fees or other obligations otherwise accruing or becoming due) hereunder shall
be made in Dollars. Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the
time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in
accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to
make such payment.


 


(b)           
Subject in all respects to the provisions of the ABL Intercreditor Agreement (and any other applicable Acceptable Intercreditor
Agreement), all proceeds of Collateral received by the Administrative Agent at any time when an Event of Default exists and all or any
portion of the Loans have been accelerated hereunder pursuant to Section 7.01 or otherwise received in connection with any
foreclosure on or other exercise of remedies with respect to the Collateral pursuant to the Collateral Documents shall, upon election
by the Administrative Agent or at the direction of the Required Lenders, be applied first, to the payment of all costs and expenses
then due incurred by the Administrative Agent in connection with any collection, sale or realization on Collateral or otherwise in connection
with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of
agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on
behalf of any Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or
under any other Loan Document, second, on a pro rata basis, to pay any fees, indemnities or expense reimbursements then
due to the Administrative Agent (other than those covered in clause first above) from the Borrower constituting Secured Obligations, third,
on a pro rata basis in accordance with the amounts of the Secured Obligations (other than any Secured Obligations incurred after
the date hereof that are either junior in right of payment or are secured by a Lien that is junior to the Liens securing the First Priority
Secured Obligations) (other than contingent indemnification obligations for which no claim has yet been made) owed to the Secured Parties
on the date of any such distribution, to the payment in full of such Secured Obligations, fourth, on a pro rata basis in
accordance with the amounts of all other Secured Obligations (other than contingent indemnification obligations for which no claim has
yet been made) owed to the applicable Secured Parties on the date of any such distribution, to the payment in full of such Secured Obligations
and fifth, to, or at the direction of, the Borrower or as a court of competent jurisdiction may otherwise direct.


 






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(c)             If
any Lender obtains payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) in respect of
any principal of or interest on any of its Loans of any Class resulting in such Lender receiving payment of a greater proportion of
the aggregate amount of its Loans of such Class and accrued interest thereon than the proportion received by any other Lender with
Loans of such Class, then the Lender receiving such greater proportion shall purchase (for Cash at face value) participations in the
Loans of such Class at such time outstanding to the extent necessary so that the benefit of all such payments shall be shared by the
Lenders of such Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans
of such Class; 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 apply to (x) any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or (y) any payment obtained by any Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any permitted assignee or participant, including any payment made or
deemed made in connection with Sections 2.22, 2.23 and 9.02(c). If any Lender obtains payment (whether
voluntary, involuntary, through exercise of any right of set-off or otherwise) in respect of any principal of or interest on any of
its Loans of any Class that is junior in right of payment to any other Class of Loans that has not been repaid in full, such Lender
shall promptly remit such payment to the Administrative Agent for application is accordance with clause (b). 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 set-off 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.
The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section 2.18(c) and will, in each case, notify the Lenders following any such
purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.18(c) shall from and after
such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with
respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of
the Obligations purchased.


 


(d)           
Unless the Administrative Agent has received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of any Lender hereunder that the Borrower will not make such payment, 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 applicable
Lender the amount due. In such event, if the Borrower has not in fact made such payment, then each Lender severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such Lender 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 Federal
Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


(e)            
If any Lender fails to make any payment required to be made by it pursuant to Section 2.07(b) or Section 2.18(d),
then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received
by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such
unsatisfied obligations are fully paid.


 






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Section 2.19.                     
Mitigation Obligations; Replacement of Lenders.


 


(a)             If
any Lender requests compensation under Section 2.15 or such Lender determines it can no longer make or maintain LIBO Rate
Loans pursuant to Section 2.20, or the Borrower is required to pay any Indemnified Tax, Other Tax or additional amount 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 reasonable judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as
applicable, in the future or mitigate the impact of Section 2.20, as the case may be, and (ii) would not subject such
Lender to any material unreimbursed out-of-pocket cost or expense and would not otherwise be disadvantageous to such Lender in any
material respect. The Borrower hereby agrees to pay all reasonable out-of-pocket 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 or such Lender determines it can no longer make or maintain LIBO
Rate Loans pursuant to Section 2.20, (ii) the Borrower is required to pay any Indemnified Tax, Other Tax or
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17,
(iii) any Lender is a Defaulting Lender or (iv) in connection with any proposed amendment, waiver or consent requiring the
consent of “each Lender”, “each Initial Delayed Draw Term Lender”, “each Initial Term Lender” or
 “each Lender directly affected thereby” (or any other Class or group of Lenders other than the Required Lenders) with
respect to which Required Lender or Required Delayed Draw Lender consent (or the consent of Lenders holding loans or commitments of
such Class or lesser group representing more than 50% of the sum of the total loans and unused commitments of such Class or lesser
group at such time) has been obtained, as applicable, any Lender is a non-consenting Lender (each such Lender described in this clause
(iv), a “Non-Consenting Lender”), then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, (x) terminate the applicable Commitments and/or Additional Commitments of such Lender, and
repay (or cause to be repaid) all Obligations of the Borrower owing to such Lender relating to the applicable Loans and
participations held by such Lender as of such termination date in an amount necessary to eliminate such excess, or (y) replace
such Lender by requiring such Lender to assign and delegate (and such Lender shall be obligated to assign and delegate), without
recourse (in accordance with and subject to the restrictions contained in Section 9.05), all of its interests, rights
(other than its existing rights to payments pursuant to Section 2.15 or Section 2.17) and obligations under
this Agreement to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if any
Lender accepts such assignment); provided that (A) such Lender shall have received payment of an amount equal to the
outstanding principal amount of its Loans, in each case of such Class of Loans, Commitments and/or Additional Commitments, accrued
interest thereon, accrued fees and all other amounts payable to it under any Loan Document with respect to such Class of Loans,
Commitments and/or Additional Commitments, (B) in the case of any 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 and (C) such assignment does not conflict with applicable law. No Lender (other than a Defaulting Lender)
shall be required to make any such assignment and delegation, and the Borrower may not repay the Obligations of such Lender or
terminate its Commitments or Additional Commitments, 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 Lender agrees that if it is
replaced pursuant to this Section 2.19, it shall execute and deliver to the Administrative Agent an Assignment and Assumption
to evidence such sale and purchase and shall deliver to the Administrative Agent any Promissory Note (if the assigning
Lender’s Loans are evidenced by one or more Promissory Notes) subject to such Assignment and Assumption (provided that
the failure of any Lender replaced pursuant to this Section 2.19 to execute an Assignment and Assumption or deliver any such
Promissory Note shall not render such sale and purchase (and the corresponding assignment) invalid), such assignment shall be
recorded in the Register, any such Promissory Note shall be deemed cancelled. Each Lender hereby irrevocably appoints the
Administrative Agent (such appointment being coupled with an interest) as such Lender’s attorney-in-fact, with full authority
in the place and stead of such Lender and in the name of such Lender, from time to time in the Administrative Agent’s
discretion, with prior written notice to such Lender, to take any action and to execute any such Assignment and Assumption or other
instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (b). To the
extent that any Lender is replaced pursuant to Section 2.19(b)(iv) in connection with a Repricing Transaction requiring
payment of a fee pursuant to Section 2.12(d), the Borrower shall pay to each Lender being replaced as a result of such
Repricing Transaction the fee set forth in Section 2.12(d).


 






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Section 2.20.                   
Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority
has asserted after the Closing Date that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans
whose interest is determined by reference to the Published LIBO Rate or to determine or charge interest rates based upon the Published
LIBO Rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take
deposits of Dollars in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative
Agent, (i) any obligation of such Lender to make or continue LIBO Rate Loans or to convert ABR Loans to LIBO Rate Loans shall be
suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR Loans the interest rate on which
is determined by reference to the Published LIBO Rate component of the Alternate Base Rate the interest rate on such ABR Loans of such
Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Published LIBO
Rate component of the Alternate Base Rate in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances
giving rise to such determination no longer exist (which notice such Lender agrees to give promptly).  Upon receipt of such notice,
(x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or convert all of such Lender’s
LIBO Rate Loans to ABR Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such illegality, be determined
by the Administrative Agent without reference to the Published LIBO Rate component of the Alternate Base Rate) either on the last day
of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such LIBO Rate Loans (in which case the Borrower shall not be required to make payments
pursuant to Section 2.16 in connection with such payment) and (y) if such notice asserts the illegality of such Lender determining
or charging interest rates based upon the Published LIBO Rate, the Administrative Agent shall during the period of such suspension compute
the Alternate Base Rate applicable to such Lender without reference to the Published LIBO Rate component thereof until the Administrative
Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon
the Published LIBO Rate.  Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid
or converted.  Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice
and will not, in the determination of such Lender, otherwise be materially disadvantageous to such Lender.


 


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 any Commitment of such Defaulting Lender pursuant to Section 2.12(a)
and pursuant to any other provisions of this Agreement or other Loan Document.


 






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(b)           
 The Commitments of such Defaulting Lender shall not be included in determining whether all Lenders, each affected Lender, the
Required Lenders, the Required Delayed Draw Lenders or such other number of Lenders as may be required hereby or under any other Loan
Document have taken or may take any action hereunder (including any consent to any waiver, amendment or modification pursuant to Section
9.02); provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which
affects such Defaulting Lender disproportionately and adversely relative to other affected Lenders shall require the consent of such Defaulting
Lender.


 


(c)            
Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of any Defaulting
Lender (whether voluntary or mandatory, at maturity, pursuant to Section 2.11, Section 2.15, Section 2.16, Section
2.17, Section 2.18, Article VII, Section 9.05 or otherwise, and including any amounts made available to
the Administrative Agent by such Defaulting Lender pursuant to Section 9.09), shall be applied at such time or times as may be
determined by the Administrative Agent and, where relevant, the Borrower as follows: first, to the payment of any amounts owing
by such Defaulting Lender to the Administrative Agent hereunder; second, so long as no Default or Event of Default exists as the
Borrower may request, 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; third, as the Administrative Agent or the Borrower may elect, to be held in a deposit account and released
in order to satisfy obligations of such Defaulting Lender to fund Loans that such Defaulting Lender has committed to fund (if any) under
this Agreement; fourth, to the payment of any amounts owing to the non-Defaulting Lenders as a result of any judgment of a court
of competent jurisdiction obtained by any non-Defaulting Lender against such Defaulting Lender as a result of such Defaulting Lender’s
breach of its obligations under this Agreement; fifth, 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; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction. Any payments, prepayments or other amounts paid or payable to any Defaulting Lender that are applied (or held) to pay amounts
owed by any Defaulting Lender or to post Cash collateral pursuant to this Section 2.21(c) shall be deemed paid to and redirected
by such Defaulting Lender, and each Lender irrevocably consents hereto.


 


Section 2.22.                     
Incremental Credit Extensions.


 


(a)            
The Borrower may, at any time, on one or more occasions deliver a written request to the Administrative Agent (whereupon the Administrative
Agent shall promptly deliver a copy of such request to each of the Lenders) to (i) add one or more new Classes of Term Facilities
(including on a delayed draw basis) and/or increase the principal amount of the Term Loans under any Term Facility by requesting new term
loan commitments to be added to such Term Loans (any such new Class or increase, an “Incremental Term Facility” and
any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”) and/or (ii) add one or more new
Classes of incremental revolving “cash-flow” facilities and/or increase the aggregate amount of Commitments of any existing
Class of Incremental Revolving Commitments (any such new Class or increase, an “Incremental Revolving Facility” and,
together with any Incremental Term Facility, “Incremental Facilities”; and the loans thereunder, “Incremental
Revolving Loans” and, together with any Incremental Term Loans, “Incremental Loans”) in an aggregate principal
amount not to exceed the Incremental Cap; provided that:


 






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(i)       
no Incremental Commitment may be less than $5,000,000;


 





(ii)     
 except as separately agreed from time to time between the Borrower and any Lender, no Lender shall be obligated to provide any
Incremental Commitment, and the determination to provide such commitments shall be within the sole and absolute discretion of such Lender;


 


(iii)   
no Incremental Facility or Incremental Loan (or 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), the Administrative Agent (unless its rights and interests are adversely affected in any material respect) or any other agent or
arranger;


 


(iv)    
(A)  no Incremental Revolving Facility will mature earlier than the then-existing maturity date of the ABL Facility or require
any scheduled amortization or differing mandatory commitment reduction prior to such maturity date and (B) may have the benefit of
a financial maintenance covenant (which shall not be for the benefit of any Term Facility under this Agreement);


 


(v)      
the interest rate and any fees applicable to any Incremental Facility or Incremental Loans will be determined by the Borrower and
the lenders providing such Incremental Facility or Incremental Loans; provided, that, solely with respect to any Dollar-denominated
syndicated Incremental Term Facility or Incremental Term Loans incurred on or prior to the date that is twelve (12) months after the Closing
Date with a floating rate of interest that are pari passu with the Initial Loans in right of payment and with respect to security,
the All-In Yield will not be more than 0.75% higher than the corresponding All-In Yield applicable to the Initial Loans unless the All-In
Yield with respect to the Initial Loans is adjusted to be equal to the All-In Yield with respect to the relevant Incremental Term Facility
or Incremental Term Loans minus 0.75%; provided, that this clause (v) shall not apply to any Incremental Term Facility
or Incremental Term Loans that (1) mature at least twelve (12) months after the Initial Term Loan Maturity Date, (2) are incurred in reliance
on clauses (a) or (b) of the definition of Incremental Cap, (3) are being utilized to finance Permitted Acquisitions (other
than the Merger) and similar Investments and related transactions (including refinancing of existing Indebtedness), or (4) are in an aggregate
outstanding principal amount, together with all other Incremental Facilities incurred in reliance on clause (c) of the definition
of Incremental Cap then outstanding, equal to or less than the greater of $255.0 million and an amount equal to 100% of Consolidated Adjusted
EBITDA (it being understood that the Borrower shall select whether this clause (4) shall apply to any Incremental Term Facility
or Incremental Term Loans in its sole discretion);


 


(vi)    
subject to the Permitted Earlier Maturity Indebtedness Exception, the final maturity date with respect to any Incremental Term
Loans shall be no earlier than the Latest Term Loan Maturity Date at the time of the incurrence thereof;


 


(vii)  
subject to the Permitted Earlier Maturity Indebtedness Exception, 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 Class of Term Loans (without giving
effect to any prepayments thereof) except as may be required to achieve fungibility with any existing Term Facility to the extent intended
to be fungible;


 


(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; provided, that if such Incremental Term Loans are to be “fungible”
with the Initial Term Loans, notwithstanding any other conditions specified in this Section 2.22(a), the amortization schedule
for such “fungible” Incremental Term Facility may provide for amortization in such other percentage(s) to be agreed by the
Borrower and the Administrative Agent to ensure that such “fungible” Incremental Term Loans will be “fungible”
with the Initial Term Loans;


 






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(ix)    
 (A) any Incremental Term Facility may rank pari passu with or junior to any then-existing Class of Term Loans in right
of payment and may be secured by the Collateral pari passu with or junior to any then-existing Class of Term Loans with respect
to the Collateral or be unsecured (and to the extent the relevant Incremental Facility is intended to rank pari passu with or junior
to the Term Loans in right of security with respect to the Collateral, shall be subject to the Intercreditor Agreement (and/or any other
applicable Acceptable Intercreditor Agreement), it being understood that any terms of subordination in right of payment of any Incremental
Facility to any Indebtedness may be determined solely by the Borrower in its sole discretion) 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;


 


(x)      
(A) any prepayment (other than any scheduled amortization payment) of Incremental Term Loans that are pari passu with any
then-existing Term Loans in right of payment and security (1) shall with respect to mandatory prepayments, be made on a pro rata basis
or less than pro rata basis (but not greater than a pro rata basis except as otherwise provided in this Agreement) with
such existing Term Loans as elected by the Borrower and (2) may, with respect to voluntary prepayments, share on a pro rata basis,
greater than pro rata basis or less than pro rata basis with the Initial Term Loans, as determined by the Borrower, and
(B) any Incremental Term Loans that are subordinated to any then-existing Term Loans in right of payment or security shall not receive
any mandatory prepayments other than Declined Proceeds prior to the repayment in full of the existing Term Loans (and all other then-existing
Loans that are First Priority Secured Obligations requiring ratable prepayment), except, in each case that the Borrower and the lenders
providing the relevant Incremental Term Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable,
any prepayments on a less than pro rata basis (but not on a greater than pro rata basis);


 


(xi)    
except as otherwise agreed by the Lenders providing the relevant Incremental Facility in connection with a Limited Condition Transaction,
no Event of Default shall exist immediately prior to or after giving effect to such Incremental Facility;


 


(xii)  
except as otherwise required or permitted in this Section 2.22, all other terms of any Incremental Term Facility, if not
substantially consistent with the terms of the Initial Term Loans, shall be reasonably satisfactory to the Borrower and the Administrative
Agent; provided, that the following will be deemed to be reasonably satisfactory to the Administrative Agent, (w) terms which are not
substantially consistent with the terms of the Initial Term Loans and are applicable only after the then-existing Latest Term Loan Maturity
Date, (x) terms contained in any Incremental Term Facility that are, taken as a whole, more favorable to the Borrower than those contained
in the then-existing Loan Documents, (y) terms contained in any Incremental Term Facility that are, taken as a whole, more favorable to
the lenders of such Incremental Term Facility than those contained in the then-existing Loan Documents and are then conformed (or added)
to the Loan Documents for the benefit of the Lenders under the Term Facility, and (z) terms contained in any Incremental Term Facility
that reflect then current market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower
in good faith);


 


(xiii) the proceeds
of any Incremental Facility may be used for working capital, general corporate purposes and any transaction or other purpose not prohibited
by this Agreement;


 


(xiv) on the
date of the making of any Incremental Term Loans that will be added to any 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) each borrowing of outstanding Term Loans of such Class, as applicable, of the same type with the same Interest
Period of the respective Class on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so
that each Term Lender providing such Incremental Term Loans will participate proportionately in each then outstanding borrowing of
the applicable Term Loans of the same type with the same Interest Period of the respective Class;


 



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(xv)  
each Incremental Facility will be denominated in Dollars and/or to the extent agreed and reasonably acceptable to the Administrative
Agent, any other currency;


 


(xvi) at no time
shall there be more than three (3) separate Maturity Dates in effect with respect to the Incremental Revolving Facilities and any other
Additional Revolving Facilities at any time;


 


(xvii)                      
Incremental Facilities shall be permitted regardless of the amount available under the Incremental Cap and shall not constitute
a utilization of any component of the Incremental Cap if any such Incremental Facility effectively extends the maturity of or is incurred
to effect the “repricing” of or otherwise replaces any loans or commitments under any Specified Debt (including as may have
been terminated under Section 2.19), in each case, without increasing the principal amount thereof except with respect to any related
premium, penalties, fees and expenses; provided, the amount of any Specified Debt so extended or replaced shall not increase the
Incremental Cap; and


 


(xviii)                    
the Borrower may select, in its sole discretion, that any Incremental Facility be issued, incurred and/or established under one
or more of any available components (or subcomponents) of the Incremental Cap (as provided in Section 1.10) and if no selection
shall have been made, such Incremental Facility shall be deemed to have been incurred in reliance on first, clause (c)
of the definition of Incremental Cap up to the maximum amount permitted thereunder, second, to the extent applicable, clause
(b) of the definition of Incremental Cap, and thereafter, to the Fixed Incremental Amount.


 


(b)           
Incremental Commitments may be provided by any existing Lender, or by any other lender (other than any Disqualified Institution)
who would be permitted to become a Lender (including any required consents) under Section 9.05 (any such other lender being
called an “Additional Lender”); provided that in the case of any Incremental Revolving Facility, the Administrative
Agent and the Borrower shall have consented (such consent not to be unreasonably withheld or delayed) to the relevant Additional Lender’s
provision of Incremental Commitments; provided, further, that any Additional Lender that is an Affiliated Lender shall be
subject to the provisions of Section 9.05(h), mutatis mutandis, to the same extent as if Incremental Commitments and related
Obligations had been obtained by such Lender by way of assignment.


 


(c)            
Each Lender or Additional Lender providing a portion of any Incremental Commitment shall execute and deliver to the Administrative
Agent and the Borrower all such documentation (including an amendment to this Agreement or any other Loan Document) 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 Additional Lender shall become a Lender for all purposes in connection with this Agreement.


 


(d)            As
a condition precedent to the effectiveness of any Incremental Facility or the making of any Incremental Loans, (i) upon its
reasonable request, the Administrative Agent shall have received 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
have received, from each Additional Lender, an administrative questionnaire, in the form provided to such Additional Lender by the
Administrative Agent (the “Administrative Questionnaire”) and such other documents as it shall reasonably and
customarily require from such Additional Lender, (iii) the Lenders shall have received all fees required to be paid in respect of
such Incremental Facility or Incremental Loans and (iv) the Administrative Agent shall have received a certificate of the
Borrower signed by a Responsible Officer thereof:


 






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(A)             
certifying and attaching a copy of the resolutions adopted by the governing body of the Borrower approving or consenting to such
Incremental Facility or Incremental Loans, and


 


(B)             
to the extent applicable, certifying that the condition set forth in clause (a)(x) above has been satisfied.


 


(e)            
[Reserved].


 


(f)            
[Reserved].


 


(g)           
The Lenders hereby irrevocably authorize such amendments to this Agreement and the other Loan Documents as may be necessary in
order to establish any Incremental Loans or Incremental Facilities pursuant to this Section 2.22 and authorize the Administrative
Agent and the Borrower to enter into such amendments (and, in the case of any Incremental Revolving Facility, such amendments to implement
and provide for revolving credit facilities under this Agreement, including incorporating customary terms, conditions and requirements
for revolving credit facilities (including letter of credit and swingline loan mechanics) reasonably satisfactory to the Administrative
Agent and the Borrower (including amendments and restatements)) as may be necessary or appropriate in the reasonable opinion of the Administrative
Agent and the Borrower in connection with the establishment of such Incremental Loans or Incremental Facilities, in each case on terms
consistent with this Section 2.22, and may extend or apply any provisions applicable to such Incremental Loans or Incremental
Facilities (including any “soft call” premium) to any then existing Credit Facility in the applicable Incremental Facility
Amendment to the extent the Borrower and the Administrative Agent reasonably determine such provisions are beneficial on the whole to
the Lenders under such existing Credit Facility.


 


(h)           
To the extent the provisions of clause (a)(xiii) above require that Term Lenders making new Incremental Term Loans add such
Incremental Term Loans to the then outstanding borrowings of LIBO Rate Loans of the respective Class of Initial Term Loans or Additional
Term Loans, as applicable, it is acknowledged that the effect thereof may result in such new Incremental Term Loans having short Interest
Periods (i.e., an Interest Period that began during an Interest Period then applicable to outstanding LIBO Rate Loans of the respective
Class and which will end on the last day of such Interest Period).


 


(i)             
Notwithstanding anything to the contrary in this Section 2.22 or in any other provision of any Loan Document, if the proceeds
of any Incremental Facility are intended to be applied to finance an acquisition or similar Investment and the Lenders or Additional Lenders
providing such Incremental Facility so agree, the availability thereof shall be subject to customary “SunGard” or “certain
funds” conditionality, including in a manner consistent with Section 4.01.


 


(j)             
This Section 2.22 shall supersede any provision in Section 2.18 or 9.02 to the contrary and shall, to extent
applicable, be subject in all respects to Section 1.10.


 






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Section 2.23.                     
Extensions of Loans and Additional Revolving Commitments.


 


(a)            
Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”)
made from time to time by the Borrower to all Lenders holding Loans or Commitments of any Class or Classes (as determined by the Borrower),
in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or Commitments with
respect to each such Class) and on the same terms to each such Lender, the Borrower is hereby permitted from time to time to consummate
transactions with any individual Lender who accepts the terms contained in any such Extension Offer to extend the Maturity Date of such
Lender’s Loans and/or commitments and otherwise modify the terms of such Loans and/or commitments pursuant to the terms of the relevant
Extension Offer (including by increasing the interest rate or fees payable in respect of such Loans and/or commitments (and related outstandings)
and/or modifying the amortization schedule in respect of such Loans) (each, an “Extension”; any Extended Term Loans
shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted and any Extended Revolving
Credit Commitments shall constitute a separate Class of Revolving Credit Commitments from the Class of Revolving Credit Commitments from
which they were converted), so long as the following terms are satisfied:


 


(i)     
no Default under Sections 7.01(a), (f) or (g) or Event of Default shall exist at the time the notice in respect
of an Extension Offer is delivered to the applicable Lenders, and no Default under Sections 7.01(a), (f) or (g) or
Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extension;


 


(ii)     
except as to (x) interest rates, fees and final maturity (which shall, subject to clause (iv) below, be determined
by the Borrower and any Lender who agrees to an Extension and set forth in the relevant Extension Offer) and (y) any covenants or
other provisions applicable only to periods after the Latest Revolving Loan Maturity Date (in each case, as of the date of such Extension),
the commitment of any Revolving Lender that agrees to an Extension (an “Extended Revolving Credit Commitment”; and
the related Credit Facility, an “Extended Revolving Facility” and the Loans thereunder, “Extended Revolving
Loans”), and the related outstandings, shall be a revolving commitment (or related outstandings, as the case may be) with the
same terms (or terms not less favorable to existing Revolving Lenders) as the original revolving commitments (and related outstandings)
provided hereunder; provided that (x) to the extent any non-extended portion of any Additional Revolving Facility then exists,
(1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on such revolving facilities
(and related outstandings), (B) repayments required upon the Maturity Date of such revolving facilities and (C) repayments made
in connection with any permanent repayment and termination of commitments (subject to clause (3) below)) of Extended Revolving
Loans after the effective date of such Extended Revolving Credit Commitments shall be made on a pro rata basis with such portion
of such relevant Additional Revolving Facility, (2) all swingline loans and letters of credit made or issued, as applicable, under any
Extended Revolving Credit Commitment shall be participated on a pro rata basis by all Revolving Lenders and (3) the permanent repayment
of Loans with respect to, and termination of commitments under, any such Extended Revolving Credit Commitment after the effective date
of such Extended Revolving Credit Commitments shall be made on a pro rata basis with such portion of any Additional Revolving Facility,
except that the Borrower shall be permitted to permanently repay and terminate commitments of any such revolving facility on a greater
than pro rata basis as compared with any other revolving facility with a later Maturity Date than such revolving facility and (y)
at no time shall there be more than three (3) separate Classes of revolving commitments hereunder (including Incremental Revolving Commitments,
Extended Revolving Credit Commitments and Replacement Revolving Facilities);








 






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(iii)   
 except as to (x) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation
in prepayments (which shall, subject to immediately succeeding clauses (iv)(x), (v) and (vi), be determined by the
Borrower and any Lender who agrees to an Extension and set forth in the relevant Extension Offer) and (y) any covenants or other provisions
applicable only to periods after the Latest Term Loan Maturity Date (in each case, as of the date of such Extension), the Term Loans of
any Lender extended pursuant to any Extension (any such extended Term Loans, the “Extended Term Loans”, and the related
Credit Facility, an “Extended Term Facility”) shall have the same terms as the Class of Term Loans subject to the relevant
Extension Offer; provided, however, that with respect to representations and warranties, affirmative and negative covenants
(including financial covenants) and events of default that are applicable to any such Class of Extended Term Loans, such provisions may
be more favorable to the lenders of the applicable Class of Extended Term Loans than those originally applicable to the Class of Term
Loans subject to the relevant Extension Offer, so long as (and only so long as) such provisions also expressly apply to (and for the benefit
of) the Class of Term Loans subject to the relevant Extension Offer and each other Class of Term Loans hereunder;


 


(iv)   
(x) subject to the Permitted Earlier Maturity Indebtedness Exception, the final maturity date of any Extended Term Loans shall
be no earlier than the then applicable Latest Term Loan Maturity Date at the time of extension and (y) no Extended Revolving Credit Commitments
or Extended Revolving Loans shall have a final maturity date earlier than (or require commitment reductions prior to) the then applicable
Latest Revolving Loan Maturity Date;


 


(v)   
subject to the Permitted Earlier Maturity Indebtedness Exception, the Weighted Average Life to Maturity of any Extended Term Loans
shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans or any other Extended Term Loans extended thereby;


 


(vi)   
any Extended Term Loans may participate, with respect to mandatory prepayments or repayments (but, for purposes of clarity, not
scheduled amortization payments) on a pro rata basis or a less than pro rata basis (but not greater than a pro rata
basis) and with respect to voluntary prepayments or repayments on a pro rata basis, a less than pro rata basis or a greater
than a pro rata basis in respect of the Initial Term Loans (and any Additional Term Loans then subject to ratable repayment requirements),
in each case as specified in the respective Extension Offer;


 


(vii)  
if the aggregate principal amount of Loans or commitments, as the case may be, in respect of which Lenders shall have accepted
the relevant Extension Offer exceeds the maximum aggregate principal amount of Loans or commitments, as the case may be, offered to be
extended by the Borrower pursuant to such Extension Offer, then the Loans or commitments, as the case may be, of such Lenders shall be
extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with
respect to which such Lenders have accepted such Extension Offer;


 


(viii)  each Extension
shall be in a minimum amount of $5,000,000;


 


(ix)    
any applicable Minimum Extension Condition shall be satisfied or waived by the Borrower;


 


(x)     
all documentation in respect of such Extension shall be consistent with the foregoing; and


 


(xi)    no
Extension of any Additional Revolving Facility shall be effective as to the obligations of any swingline lender to make any
swingline loans or any letter of credit issuer with respect to letters of credit without the consent of such swingline lender or
such letter of credit issuer (such consents not to be unreasonably withheld or delayed).


 






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(b)           
With respect to any Extension consummated pursuant to this Section 2.23, (i) no such Extension shall constitute
a voluntary or mandatory prepayment for purposes of Section 2.11, (ii) the scheduled amortization payments (in so far
as such schedule affects payments due to Lenders participating in the relevant Class) set forth in Section 2.10 shall be adjusted
to give effect to such Extension of the relevant Class and (iii) except as set forth in clause (a)(viii) above, no Extension
Offer is required to be in any minimum amount or any minimum increment; provided that the Borrower may, at its election, specify
as a condition (a “Minimum Extension Condition”) to consummating such Extension that a minimum amount (to be determined
and specified in the relevant Extension Offer in the Borrower’s sole discretion and which may be waived by the Borrower) of Loans
or commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent and the Lenders hereby consent to
the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt, any payment of any interest, fees
or premium in respect of any Class of Extended Term Loans and/or Extended Revolving Credit Commitments on such terms as may be set forth
in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 2.10,
2.11 or 2.18) or any other Loan Document that may otherwise prohibit any Extension or any other transaction contemplated
by this Section 2.23.


 


(c)            
No consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than (A) the consent
of each Lender agreeing to such Extension with respect to one or more of its Loans and/or commitments under any Class (or a portion thereof),
and (B) with respect to any Extension of any Additional Revolving Facility, the consent of each applicable letter of credit issuer to
the extent the commitment to provide letters of credit is to be extended. All Extended Term Loans and Extended Revolving Credit Commitments
and all obligations in respect thereof shall constitute Secured Obligations under this Agreement and the other Loan Documents that are
secured by the Collateral and guaranteed on a pari passu basis with all other applicable Secured Obligations under this Agreement
and the other Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such amendments to this
Agreement and the other Loan Documents with the Borrower as may be necessary in order to establish new Classes or sub-Classes in respect
of Loans or commitments so extended and 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 2.23.


 


(d)           
In connection with any Extension, the Borrower shall provide the Administrative Agent at least ten (10) Business Days’ (or
such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (including
regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities hereunder
after such Extension), if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to
accomplish the purposes of this Section 2.23.


 


ARTICLE
III



REPRESENTATIONS AND WARRANTIES


 


On the dates and to the
extent required pursuant to Section 4.01 or Section 4.02, as applicable, each of (i) in the case of
Holdings, solely with respect to Sections 3.01, 3.02, 3.03, 3.07, 3.08, 3.09, 3.13, 3.14, 3.16
and 3.17, and (ii) the Borrower (as to itself and its Restricted Subsidiaries) hereby represent and warrant to the Lenders
that:


 






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Section 3.01.                    
Organization; Powers. Each of the Loan Parties and each of its Restricted Subsidiaries (a) is (i) duly organized and
validly existing and (ii) in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of its jurisdiction
of organization, (b) has all requisite organizational power and authority to own its property and assets and to carry on its business
as now conducted and (c) is qualified to do business in, and is in good standing (to the extent such concept exists in the relevant
jurisdiction) in, every jurisdiction where its ownership, lease or operation of properties or conduct of its business requires such qualification;
except, in each case referred to in this Section 3.01 (other than clause (a)(i) with respect to the Borrower and clause (b)
with respect to the Loan Parties) where the failure to do so, individually or in the aggregate, would not reasonably be expected to result
in a Material Adverse Effect.


 


Section 3.02.                   
Authorization; Enforceability. The execution, delivery and performance of each of the Loan Documents are within each applicable
Loan Party’s corporate or other organizational power and have been duly authorized by all necessary corporate or other organizational
action of such Loan Party. Each Loan Document to which any Loan Party is a party has been duly executed and delivered by such Loan Party
and is a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to the Legal Reservations.


 


Section 3.03.                   
Governmental Approvals; No Conflicts. The execution and delivery of the Loan Documents by each Loan Party party thereto
and the performance by such Loan Party thereof (a) do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) in
connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings, or other actions the failure
to obtain or make which would not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such
Loan Party’s Organizational Documents or (ii)  Requirements of Law applicable to such Loan Party which violation, in the case
of this clause (b)(ii), would reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a
default under (i) the ABL Credit Agreement or (ii) any other material Contractual Obligation to which such Loan Party is a party
which violation, in the case of this clause (c), would reasonably be expected to result in a Material Adverse Effect.


 


Section 3.04.                   
Financial Condition; No Material Adverse Effect.


 


(a)            
The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly,
in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of
such dates and for such periods in accordance with GAAP, (x) except as otherwise expressly noted therein, (y) subject, in the case of
financial statements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end adjustments and (z)
except as may be necessary to reflect any differing entities and organizational structure prior to giving effect to the Transactions.


 


(b)           
Since the Closing Date, there have been no events, developments or circumstances that have had, or could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect.


 






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Section 3.05.                     
Properties.





 


(a)            
 As of the Closing Date, Schedule 3.05 sets forth the address of each Real Estate Asset (or each set of such assets
that collectively comprise one operating property) that is owned in fee simple by any Loan Party.


 


(b)           
The Borrower and each of its Restricted Subsidiaries have good and valid fee simple title to or rights to purchase, or valid leasehold
interests in, or easements or other limited property interests in, all of their respective Real Estate Assets and have good title to their
personal property and assets, in each case, except (i) for defects in title that do not materially interfere with their ability to
conduct their business as currently conducted or to utilize such properties and assets for their intended purposes or (ii) where
the failure to have such title would not reasonably be expected to have a Material Adverse Effect. All such properties and assets are
free and clear of Liens, other than Permitted Liens.


 


(c)            
The Borrower and its Restricted Subsidiaries own or otherwise have a license or right to use all rights in Patents, Trademarks,
Copyrights and other rights in works of authorship (including all copyrights embodied in software) and all other intellectual property
rights (“IP Rights”) used to conduct the businesses of the Borrower and its Restricted Subsidiaries as presently conducted
without, to the knowledge of the Borrower, any infringement, dilution, or misappropriation or other violation of the IP Rights of third
parties, except to the extent such failure to own or license or have rights to use would not, or where such infringement, misappropriation
or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section 3.06.                     
Litigation and Environmental Matters.


 


(a)            
There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge
of the Borrower, threatened in writing against or affecting the Loan Parties or any of their Restricted Subsidiaries which would reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect.


 


(b)           
[Reserved].


 


(c)            
Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect, (i) no Loan Party nor any of its Restricted Subsidiaries is subject to or has received notice of any Environmental Claim or any
Environmental Liability and (ii) no Loan Party nor any of its Restricted Subsidiaries has failed to comply with any Environmental Law
or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law.


 


(d)           
Neither any Loan Party nor any of its Restricted Subsidiaries has treated, stored, transported or Released any Hazardous Materials
on, at or from any currently or formerly operated real estate or facility and no Hazardous Materials are otherwise present at any currently
owned or operated real estate or facility, in either case, in a manner that would reasonably be expected to have a Material Adverse Effect.


 


Section 3.07.                     
Compliance with Laws. Each of Holdings, the Borrower and each of its Restricted Subsidiaries is in compliance with all Requirements
of Law applicable to it or its property, except, in each case where the failure to do so, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect, it being understood and agreed that this Section 3.07 shall not
apply to the Requirements of Law covered by Section 3.17.


 






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Section 3.08.                       Investment
Company Status. No Loan Party is an “investment company” as defined in, or is required to be registered under, the Investment
Company Act of 1940.


 


Section 3.09.                     
Taxes. Each of Holdings, the Borrower and each of its Restricted Subsidiaries has timely filed or caused to be filed all
Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it that
are due and payable, including in its capacity as a withholding agent, except (a) Taxes (or any requirement to file Tax returns with respect
thereto) that are being contested in good faith by appropriate proceedings and for which Holdings, the Borrower or such Restricted Subsidiary,
as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to file or pay,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 


Section 3.10.                     
ERISA.


 


(a)            
Each Plan is in compliance in form and operation with its terms and with ERISA and the Code and all other applicable laws and regulations,
except where any failure to comply would not reasonably be expected to result in a Material Adverse Effect.


 


(b)           
No ERISA Event has occurred and is continuing 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.


 


Section 3.11.                     
Disclosure.


 


(a)            
As of the Closing Date all written information (other than the Projections, other forward-looking information and information of
a general economic or industry-specific nature) concerning Holdings, the Borrower and its Restricted Subsidiaries and the Transactions
and that was prepared by or on behalf of Holdings or its subsidiaries or their respective representatives and made available to any Lender
or the Administrative Agent in connection with the Transactions on or before the Closing Date (the “Information”),
when taken as a whole, did not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements
are made (after giving effect to all supplements and updates thereto from time to time).


 


(b)           
The Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time furnished
(it being recognized that such Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies
many of which are beyond the Borrower’s control, that no assurance can be given that any particular financial projections (including
the Projections) will be realized, that actual results may differ from projected results and that such differences may be material).


 


Section
3.12.                      Solvency.
     As of the Closing Date, immediately after the consummation of the Transactions to occur on the Closing Date and
the incurrence of Indebtedness and obligations on the Closing Date in connection with this Agreement and the ABL Credit Agreement,
(i) the sum of the debt (including contingent liabilities) of the Borrower and its Restricted Subsidiaries, taken as a whole, does
not exceed the fair value of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole; (ii) the present fair
saleable value of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole, is not less than the amount that
will be required to pay the probable liabilities of the Borrower and its Restricted Subsidiaries, taken as a whole, on their debts
as they become absolute and matured; (iii) the capital of the Borrower and its Restricted Subsidiaries, taken as a whole, is not
unreasonably small in relation to the business of the Borrower and its Restricted Subsidiaries, taken as a whole, contemplated as of
the Closing Date; and (iv) the Borrower and its Restricted Subsidiaries, taken as a whole, do not intend to incur, or believe that
they will incur, debts (including current obligations and contingent liabilities) 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 liability meets the
criteria for accrual under Statement of Financial Accounting Standards No. 5).


 






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Section 3.13.                     
Capitalization and Subsidiaries. Schedule 3.13 sets forth, in each case as of the Closing Date, (a) a correct
and complete list of the name of each subsidiary of Holdings and the ownership interest therein held by Holdings or its applicable subsidiary,
and (b) the type of entity of each Loan Party and each subsidiary of Holdings with respect to which a portion of such subsidiary’s
equity is pledged by a Loan Party as Collateral.


 


Section 3.14.                     
Security Interest in Collateral. Subject to the terms of the last paragraph of Section 4.01 and any limitations and
exceptions set forth in any Loan Document, the Legal Reservations, the Perfection Requirements, the provisions of this Agreement and the
other relevant Loan Documents (including the Intercreditor Agreement (and any other applicable Acceptable Intercreditor Agreement)) and/or
any other applicable intercreditor arrangement, the Collateral Documents create legal, valid and enforceable Liens on all of the Collateral
in favor of the Administrative Agent, for the benefit of itself and the other Secured Parties, and upon the satisfaction of the Perfection
Requirements, such Liens constitute perfected Liens (with the priority that such Liens are expressed to have under the relevant Collateral
Documents, unless otherwise permitted hereunder or under any Collateral Document) on the Collateral (to the extent such Liens are required
to be perfected under the terms of the Loan Documents) securing the Secured Obligations, in each case as and to the extent set forth therein.


 


Section 3.15.                     
Labor Disputes. Except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect
or to the extent otherwise disclosed on Schedule 3.15 hereto: (a) there are no strikes, lockouts or slowdowns against the
Borrower or any of its Restricted Subsidiaries pending or, to the knowledge of the Borrower or any of its Restricted Subsidiaries, threatened
by any union or labor organization purporting to act as exclusive bargaining representative and (b) the hours worked by and payments
made to employees of the Borrower and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other
applicable federal, state, local or foreign law dealing with such matters.


 


Section 3.16.                     
Federal Reserve Regulations. No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether
immediately, incidentally or ultimately, for any purpose that results in a violation of the provisions of Regulation T, U or X.


 


Section 3.17.                     
Sanctions and Anti-Corruption Laws.


 


(a)             (i) None
of Holdings, the Borrower, nor any of its Restricted Subsidiaries, nor, to the knowledge of the Borrower, any director, officer,
agent, employee or Affiliate of any of the foregoing is (A) a person on the list of “Specially Designated Nationals and
Blocked Persons” or (B) currently the subject of any U.S. sanctions administered by the Office of Foreign Assets Control of
the U.S. Treasury Department (“OFAC”) or the U.S. State Department (collectively,
 “Sanctions”), and (ii) the Borrower will not directly or, to its knowledge, indirectly, use the proceeds of
the Loans or otherwise make available such proceeds to any Person, for the purpose of financing activities of or with any Person or
in any country or territory that, at the time of such financing, is the subject of any Sanctions, except to the extent permissible
for a Person required to comply with Sanctions.


 






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(b)           
To the extent applicable, each Loan Party is in compliance in all material respects with (i) each of the foreign assets control
regulations of the U.S. Treasury Department (31 CFR, Subtitle B, Chapter V), and any other enabling legislation or executive
order relating thereto, (ii) the USA PATRIOT Act and, to its knowledge, other anti-terrorism, sanctions, anti-corruption and anti-money
laundering laws of the U.S. and (iii) the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”).


 


(c)            
No part of the proceeds of any Loan will be used, directly or, to the knowledge of the Borrower, indirectly, for any payments to
any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else
acting in an official capacity, in order to improperly obtain, retain or direct business or obtain any improper advantage, in violation
of the FCPA.


 


ARTICLE
IV



CONDITIONS


 


Section 4.01.                     
Closing Date. The obligations of any Lender to make Loans shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02), subject in all respects to the last paragraph of
this Section 4.01:


 


(a)            
Credit Agreement and Loan Documents. The Administrative Agent (or its counsel) shall have received from the Borrower, Holdings,
and each other Loan Party party thereto on the Closing Date: (i) a counterpart signed by each such Loan Party (or written evidence reasonably
satisfactory to the Administrative Agent (which may include a copy transmitted by e-mail or other electronic method) that such party has
signed a counterpart and may be delivered in escrow pending the consummation of the Merger) of (A) this Agreement, (B) the Security Agreement,
(C) any Intellectual Property Security Agreement, (D) the Loan Guaranty, (E) the ABL Intercreditor Agreement, and (F) any Promissory
Note requested by a Lender at least three (3) Business Days prior to the Closing Date and (ii) a Borrowing Request pursuant to Section 2.03.


 


(b)           
Legal Opinions. The Administrative Agent (or its counsel) shall have received a favorable customary written opinion of (i) Ropes
 & Gray LLP, in its capacity as special counsel for the Loan Parties and (ii) Thompson Hine LLP, in its capacity as special counsel
for the Loan Parties organized under the laws of Georgia, in each case, dated the Closing Date, addressed to the Administrative Agent
and the Lenders.


 


(c)             Financial
Statements. The Administrative Agent shall have received (a) copies of the audited consolidated balance sheets as of
December 28, 2018, December 29, 2019 and December 26, 2021 and consolidated statements of income, shareholders’ equity and
cash flows of the Borrower and its subsidiaries (or, to the extent permitted by the Existing Term Facility, a Parent Company of the
Borrower) for such fiscals years and consolidated statements of income, shareholders’ equity and cash flows of the Borrower
and its subsidiaries (or, to the extent permitted by the Existing Term Facility, a Parent Company of the Borrower) for such fiscal
year, (b) copies of the unaudited consolidated balance sheet as of September 30, 2020
and as of March 31, 2021 and related consolidated statements of income, shareholders’ equity and cash flows of the Borrower
and its subsidiaries (or, to the extent permitted by the Existing Term Facility, a Parent Company of the Borrower) for the
nine-month period then ended and related consolidated statements of income, shareholders’ equity and cash flows of the
Borrower and its subsidiaries (or, to the extent permitted by the Existing Term Facility, a Parent Company of the Borrower) for the
three-month period then ended and (c) the unaudited pro forma consolidated balance sheet as of and for the most recently ended
period pursuant to clause (a) or clause (b) above, prepared after giving effect to the Transactions, which need not be
prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase
accounting.


 






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(d)           
Closing Certificates; Certified Charters; Good Standing Certificates. The Administrative Agent (or its counsel) shall have
received (i) a certificate of each Loan Party, dated the Closing Date and executed by a secretary, assistant secretary or other Responsible
Officer (as the case may be) thereof, which shall (A) certify that attached thereto is a true and complete copy of the resolutions or
written consents of its shareholders, board of directors, board of managers, members or other governing body authorizing the execution,
delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, the borrowings hereunder, and
that such resolutions or written consents have not been modified, rescinded or amended (other than as attached thereto) and are in full
force and effect, (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories
of such Loan Party authorized to sign the Loan Documents to which it is a party on the Closing Date and (C) certify (x) that attached
thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other
equivalent thereof) of such Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and
a true and correct copy of its by-laws or operating, management, partnership or similar agreement and (y) that such documents or agreements
have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as
of such date) and (ii) a good standing (or equivalent) certificate as of a recent date for such Loan Party from its jurisdiction of organization,
to the extent available.


 


(e)            
Representations and Warranties. The (i) Specified Merger Agreement Representations shall be true and correct solely to the
extent required by the terms of the definition thereof and (ii) Specified Representations shall be true and correct in all material respects
on and as of the Closing Date; provided that (A) in the case of any Specified Representation which expressly relates to a specific
date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the
respective period, as the case may be and (B) if any Specified Representation is qualified by or subject to a “material adverse
effect”, “material adverse change” or similar term or qualification, the definition thereof shall be the definition
of “Closing Date Material Adverse Effect” for purposes of the making or deemed making of such Specified Representation on,
or as of, the Closing Date (or any date prior thereto).


 


(f)            
Fees. Prior to or substantially concurrently with the funding of the Initial Term Loans hereunder, the Administrative Agent
shall have received (i) all fees required to be paid by the Borrower on the Closing Date pursuant to the Fee Letter and (ii) all expenses
required to be paid by the Borrower for which invoices have been presented at least three (3) Business Days prior to the Closing Date
(including the reasonable fees and expenses of legal counsel), in each case on or before the Closing Date, which amounts may be offset
against the proceeds of the Loans.


 


(g)           
Solvency. The Administrative Agent (or its counsel) shall have received a certificate dated as of the Closing Date in substantially
the form of Exhibit K from the chief financial officer (or other officer or director with reasonably equivalent responsibilities)
of the Borrower certifying as to the matters set forth therein.


 




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(h)           
 Perfection Certificate. The Administrative Agent (or its counsel) shall have received a completed Perfection Certificate
dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all attachments contemplated thereby.


 


(i)             
Pledged Stock; Stock Powers; Pledged Notes. Subject to the terms of the ABL Intercreditor Agreement, the Administrative
Agent (or its counsel) shall have received (i) the certificates representing the Capital Stock required to be pledged pursuant to the
Security Agreement, together with an undated stock or similar power for each such certificate executed in blank by a duly authorized officer
of the pledgor thereof, and (ii) each Material Debt Instrument (if any) endorsed (without recourse) in blank (or accompanied by an executed
transfer form in blank) by the pledgor thereof.


 


(j)              
Filings Registrations and Recordings. Each document (including any UCC or similar financing statement) required by any Collateral
Document to be delivered on the Closing Date or under law to be filed, registered or recorded in order to create in favor of the Administrative
Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral required to be delivered pursuant to such Collateral
Document, prior and superior in right of security to any other Person (subject to the terms of the ABL Intercreditor Agreement and other
than with respect to Permitted Liens), shall have been received by the Administrative Agent and be in proper form for filing, registration
or recordation.


 


(k)             
Beneficial Ownership Certification. If the Borrower qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, then the Borrower shall have delivered to the Administrative Agent a Beneficial Ownership Certification in relation
to the Borrower, to the extent reasonably requested by any Initial Committed Lender in writing at least ten (10) Business Days in advance
of the Closing Date.


 


(l)             
Closing Date Material Adverse Effect. No Closing Date Material Adverse Effect shall have occurred since January 24, 2021.


 


(m)            
USA PATRIOT Act. No later than three (3) Business Days in advance of the Closing Date, the Administrative Agent shall have
received all documentation and other information required pursuant to applicable “know your customer” and anti-money laundering
rules and regulations, including the USA PATRIOT Act with respect to any Loan Party to the extent reasonably requested by any Initial
Committed Lender in writing at least ten (10) Business Days in advance of the Closing Date.


 


(n)             
Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer
of the Borrower certifying as of the Closing Date to the matters set forth in Section 4.01(e) and Section 4.01(l).


 


(o)              Refinancing.
Substantially concurrently with the initial funding of the Loans hereunder, all Indebtedness for borrowed money of the Borrower and
its subsidiaries under (A) that certain ABL Credit Agreement dated as of May 31, 2018 (as amended as of November 15, 2019, and as
further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the
 “Existing ABL Facility”) among the Borrower, The Hillman Companies, Inc., the other borrowers and guarantors
party thereto, the lenders party thereto and Barclays, as administrative agent, (B) that certain Credit Agreement, dated as of
May 31, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date
hereof, the “Existing Term Facility”) among the Borrower, The Hillman Companies, Inc., the lenders parties
thereto and Barclays, as administrative agent, and (C) the Senior Notes under the Senior Notes Indenture, in each case, will be
repaid, redeemed, defeased, discharged, refinanced or terminated, and all related commitments, guaranties and security interests
will be terminated and released or arrangements therefor to the reasonable satisfaction of the Administrative Agent shall have been
made or, in the case of the Existing ABL Facility, the Existing ABL Facility may be amended and restated to, among other things,
extend the maturity thereof to five (5) years after the Closing Date (the actions described in this Section 4.01(o), the
 “Refinancing”).


 






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(p)           
Junior Debentures Discharge and Redemption. Substantially concurrently with the initial funding of the Loans hereunder,
(i) a notice of redemption for all outstanding Junior Debentures under the Junior Debentures Indenture shall have been delivered
and an amount necessary to the pay the redemption price and all unpaid interest through the stated redemption date in such notice (such
redemption date, the “Redemption Date”) and all other amounts payable by Holdings under the Junior Debentures Indenture
(such amount, the “Redemption Deposit”) shall have been deposited with the trustee under the Junior Debentures Indenture
to satisfy and discharge the Junior Debentures Indenture (the actions in this clause (i), the “Junior Debentures Redemption”),
and (ii) a notice of redemption for all outstanding Trust Preferred Securities on the Redemption Date shall have been delivered and
the Redemption Deposit upon payment thereof to Hillman Trust shall be in an amount sufficient for Hillman Trust to redeem the Trust Preferred
Securities on the Redemption Date (the actions in clause (i) and this clause (ii), collectively, the “Trust Preferred
Redemption”).


 


(q)           
PIPE Investment. Prior to or substantially concurrently with the initial funding of the Loans hereunder, the PIPE Investment
shall have been consummated.


 


(r)             Transactions.
The Merger shall have been consummated, or substantially simultaneously with the initial borrowings of the Loans hereunder, shall be
consummated in all material respects in accordance with the terms of the Merger Agreement, without giving effect to any amendments,
waivers or consents to the Merger Agreement by HMAN that are materially adverse to the interests of the Initial Term Lenders in
their capacities as such without the consent of the Arrangers, such consent not to be unreasonably withheld, delayed or conditioned; provided,
that (a) any decrease in the aggregate merger consideration (x) of up to 10% shall not be materially adverse to the interests of the
Initial Term Lenders in their capacities as such, (y) greater than 10% shall not be materially adverse to the interests of the
Initial Term Lenders in their capacities as such so long as such decrease is allocated, to the extent reducing any merger
consideration payable in cash, to reduce the Initial Term Loans ratably (or on a greater than pro rata basis) with the PIPE
Investment, and (z) reducing only consideration payable in stock shall not be materially adverse to the interests of the Initial
Term Lenders in their capacities as such, (b) any increase in the purchase price shall not be materially adverse to the Initial Term
Lenders in their capacities as such so long as such increase is funded by amounts permitted to be drawn hereunder, any increase in
the PIPE Investment and/or the proceeds of Qualified Capital Stock, (c) any amendment, waiver or consent to the definition of
 “Company Material Adverse Effect” in the Merger Agreement shall be deemed to be materially adverse to the Initial Term
Lenders in their capacities as such, (d) other than with respect to the foregoing clause (c), the granting of any consent or waiver
under the Merger Agreement that is not materially adverse to the interests of the Initial Term Lenders in their capacities as such
shall not otherwise constitute an amendment or waiver, and (e) the granting of any consent or waiver under the Merger Agreement with
respect to any condition to closing based on (i) Closing Available Proceeds (as defined in the Merger Agreement) in Section 7.1(e)
of the Merger Agreement, (ii) Cash and Cash Equivalents (as defined in the Merger Agreement) in Section 7.1(f) of the Merger
Agreement, and/or (iii) Post-Closing Indebtedness (as defined in the Merger Agreement) in Section 7.1(g) of the Merger Agreement, in
each case, shall not be materially adverse to the interests of the Initial Term Lenders in their capacities as such.


 






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For purposes of determining
whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by funding the Loans hereunder,
the Administrative Agent and each Lender that has executed this Agreement (or an Assignment and Assumption on the Closing Date) shall
be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be
consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender, as the case may be.


 


Notwithstanding the foregoing,
to the extent the Lien on any Collateral (including the granting or perfection of any security interest) or Guarantee is not or cannot
be provided on the Closing Date (other than (i) the granting of liens in the Collateral owned by Holdings, the Borrower and each Subsidiary
Guarantor to the extent perfection of a Lien on such Collateral may be perfected solely by the filing of a financing statement under the
UCC, (ii) a pledge of the Capital Stock of the Borrower to the extent such pledge may be perfected on the Closing Date by the delivery
of a stock or equivalent certificate representing such Capital Stock (together with a stock power or similar instrument endorsed in blank
for the relevant certificate), (iii) a pledge of the Capital Stock of each subsidiary required to be a Subsidiary Guarantor to the
extent such pledge may be perfected on the Closing Date by the delivery of a stock or equivalent certificate representing such Capital
Stock (together with a stock power or similar instrument endorsed in blank for the relevant certificate), but solely to the extent such
Subsidiary Guarantor is a currently a “subsidiary guarantor” under the Existing Term Facility whose stock or equivalent certificates
have been pledged and delivered to the administrative agent under the Existing Term Facility (unless due to the COVID-19 pandemic, obtaining
any such stock certificates from the administrative agent under the Existing Term Facility is impractical, in which case, such stock certificates
shall be delivered to the Administrative Agent within five (5) Business Days after the Closing Date (or such later date as the Administrative
Agent may reasonably agree) and (iv) the Guarantee by Holdings and each material Subsidiary Guarantor)), then the provision (and/or perfection)
of such Collateral and/or Guarantee shall not constitute a condition precedent to the availability or initial funding of the Credit Facilities
on the Closing Date but may instead be provided (and/or perfected) within ninety (90) days (or five (5) Business Days in the case of any
Guarantee) after the Closing Date or such later date as the Administrative Agent may reasonably agree. For the avoidance of doubt, delivery
of insurance certificates and lien searches are not conditions to the availability or funding of the Credit Facilities on the Closing
Date but the Borrower shall use commercially reasonable efforts to deliver such insurance certificates and lien searches on the Closing
Date or soon as thereafter as reasonably practicable.


 


Section 4.02.                     
Each Initial Delayed Draw Term Loan Extension. The obligation of each Initial Delayed Draw Term Lender to make any Initial
Delayed Draw Term Loan Extension is subject to the satisfaction of the following conditions (which shall be subject to limitation or modification
pursuant to Sections 2.02(c) and (d)):


 


(a)            
The Administrative Agent shall have received a Borrowing Request as required by Section 2.03.


 


(b)            The
representations and warranties of the Loan Parties set forth in this Agreement shall be true and correct in all material respects on
and as of the date of such Borrowing; provided, that (A) to the extent that any representation and warranty specifically
refers to a given date or period, it is true and correct in all material respects as of such date or for such period and (B) if any
such representation and warranty is qualified by or subject to a Material Adverse Effect or other “materiality”
qualification, such representation is true and correct in all respects; provided, further, that if such Initial
Delayed Draw Term Loans are to be used as contemplated by Section 5.11(b)(i), the foregoing representations and warranties
shall be limited to the Specified Representations.


 






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(c)            
No Event of Default or Default under Sections 7.01(a), 7.01(f) or 7.01(g) has occurred and is continuing or
would result therefrom.


 


(d)           
The First Lien Leverage Ratio, would not exceed the greater of 3.50:1.00 and the First Lien Leverage Ratio as of the then-most
recently completed fiscal quarter (but no greater than 4.00:1.00) calculated on a Pro Forma Basis, including the application of the proceeds
thereof (without “netting” the cash proceeds of the applicable Initial Delayed Draw Term Loans to the Borrower) and related
transactions (and giving effect to other permitted pro forma adjustments).


 


(e)            
Concurrently with the funding of any Initial Delayed Draw Term Loans hereunder, the Delayed Draw Upfront Fee shall have been netted
against the proceeds of such Initial Delayed Draw Term Loans in accordance with Section 2.12(b).


 


Each Initial Delayed Draw Term
Loan Extension shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified
in Sections 4.02(b) and 4.02(c); provided, however, notwithstanding anything to the contrary in this
Section 4.02 or in any other provision of any Loan Document, the satisfaction of, and compliance with, the conditions in this
Section 4.02 shall be determined, if elected by the Borrower, in accordance with Section 1.10(a).


 


ARTICLE
V



AFFIRMATIVE COVENANTS


 


From the Closing Date until
the Termination Date, (i) in the case of Holdings, solely with respect to Sections 5.02, 5.03 and 5.08) and
(ii) the Borrower hereby covenant and agree with the Lenders that:


 


Section 5.01.                     
Financial Statements and Other Reports. The Borrower will deliver to the Administrative Agent for delivery to each Lender:


 


(a)             Quarterly
Financial Statements. Within forty-five (45) days (or within sixty (60) days in the case of the Fiscal Quarters ending on or
around June 30, 2021, September 30, 2021 and March 31, 2022) after the end of each of the first three (3) Fiscal Quarters of each
Fiscal Year, commencing with the Fiscal Quarter ending on or around June 30, 2021, the consolidated balance sheet of the Borrower as
at the end of such Fiscal Quarter and the related consolidated statements of income and cash flows of the Borrower for such Fiscal
Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, and setting forth
(commencing with the Fiscal Quarter ending on or around September 30, 2021), in reasonable detail, in comparative form the
corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail, together with a
Responsible Officer Certification (which may be included in the applicable Compliance Certificate) with respect thereto and,
commencing with the first full Fiscal Quarter ended after the Closing Date, at the option of the Borrower, either (x) a Narrative
Report with respect thereto (which may be satisfied by any Parent Company’s Form 10-Q report), or (y) a conference call with
the Lenders and the Administrative Agent, which call shall be held after delivery of the applicable financial statements, during
normal business hours and otherwise at a time mutually agreed between the Borrower and the Administrative Agent for the applicable
Fiscal Quarter (which may be satisfied by any investors earnings release call by any Parent Company);


 






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(b)             
Annual Financial Statements. Within one hundred twenty (120) days after the end of the first Fiscal Year following the Closing
Date, and within ninety (90) days after the end of each Fiscal Year thereafter, (i) the consolidated balance sheet of the Borrower as
at the end of such Fiscal Year and the related consolidated statements of income, shareholders’ equity and cash flows of the Borrower
for such Fiscal Year and setting forth (commencing with the Fiscal Year ending on or around December 31, 2021), in reasonable detail,
in comparative form the corresponding figures for the previous Fiscal Year and (ii) with respect to such consolidated financial statements,
(A) a report thereon from the Borrower’s certified public accountant or any nationally recognized independent certified public
accountant of recognized national standing (which report shall be unqualified as to “going concern” (other than resulting
from the impending maturity of any Indebtedness or any actual or prospective breach of any financial covenant) and scope of audit, and
shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position
of the Borrower as at the dates indicated and its income and cash flows for the periods indicated in conformity with GAAP) and (B) at
the option of the Borrower, either (i) a Narrative Report with respect to such Fiscal Year (which may be satisfied by any Parent
Company’s Form 10-K report), or (ii) a conference call with the Lenders and the Administrative Agent, which call shall be held
after delivery of the applicable financial statements, during normal business hours and otherwise at a time mutually agreed between the
Borrower and the Administrative Agent for the applicable Fiscal Year (which may be satisfied by any investors earnings release call by
any Parent Company);


 


(c)             
Compliance Certificate. Together with each delivery of financial statements of the Borrower pursuant to Sections 5.01(a)
and 5.01(b), (i) a duly executed and completed Compliance Certificate (A) certifying that no Default or Event of Default exists
(or if a Default or Event of Default exists, describing in reasonable detail such Default or Event of Default and the steps being taken
to cure, remedy or waive the same) and (B) in the case of financial statements delivered pursuant to Section 5.01(b), setting
forth reasonably detailed calculations of Excess Cash Flow of the Borrower and its Restricted Subsidiaries for each Fiscal Year beginning
with the financial statements for the Fiscal Year ending on or about December 31, 2022, (ii) (A) a summary of pro forma
or consolidating adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such financial statements
and (B) a list identifying any change or addition of any subsidiary of the Borrower as a Restricted Subsidiary or an Unrestricted
Subsidiary as of the date of delivery of such Compliance Certificate or confirming that there is no change in such information since the
later of the Closing Date and the date of the last such list, and (iii) solely in the event that an update to the Perfection Certificate
is necessary to reflect a material change, a Perfection Certificate Supplement;


 


(d)             
[Reserved];


 


(e)             
Notice of Default. Promptly upon, and in any event within five (5) Business Days after, any Responsible Officer of the Borrower
obtaining knowledge of (i) the occurrence of any Default or Event of Default or (ii) the occurrence of any event or change that has caused
or evidences or would reasonably be expected to cause or evidence, either individually or in the aggregate, a Material Adverse Effect,
a reasonably-detailed notice specifying the nature and period of existence of such condition, event or change and what action the Borrower
has taken, is taking and proposes to take with respect thereto;


 




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(f)            
 Notice of Litigation. Promptly upon, and in any event within five (5) Business Days after, any Responsible Officer of the
Borrower obtaining knowledge of (i) the institution of, or threat of, any Adverse Proceeding not previously disclosed in writing by the
Borrower to the Administrative Agent, or (ii) any material development in any Adverse Proceeding that, in the case of either of clause (i)
or (ii), would reasonably be expected to have a Material Adverse Effect, written notice thereof from the Borrower together with
such other non-privileged information as may be reasonably available to the Loan Parties to enable the Lenders to evaluate such matters;


 


(g)           
ERISA. Promptly upon, and in any event within five (5) Business Days after, any Responsible Officer of the Borrower becoming
aware of the occurrence of any ERISA Event that could reasonably be expected to have a Material Adverse Effect, a written notice specifying
the nature thereof;


 


(h)           
Financial Plan. As soon as available and in any event no later than one hundred twenty (120) days (or one hundred fifty
(150) days with respect to Fiscal Year ending on or about December 31, 2022) after the beginning of each Fiscal Year, commencing in respect
of the Fiscal Year ending on or about December 31, 2022, a consolidated plan and financial forecast for each Fiscal Quarter of such Fiscal
Year, including a forecasted consolidated statement of the Borrower’s financial position and forecasted consolidated statements
of income and cash flows of the Borrower for such Fiscal Year, prepared in reasonable detail setting forth, with appropriate discussion,
the principal assumptions on which the financial plan is based;


 


(i)             
Information Regarding Collateral. Within sixty (60) days of the relevant change, written notice of any change (i) in any
Loan Party’s legal name, (ii) in any Loan Party’s type of organization, (iii) in any Loan Party’s jurisdiction of organization
(or, in the case of a Foreign Discretionary Guarantor or other Loan Party that is a party to a Collateral Document governed by U.S. law
and that is not a registered organization, such Loan Party’s “location” under Section 9-307 of the UCC) or (iv) in any
Loan Party’s organizational identification number (if any), in the case of this clause (iv), to the extent such information
is necessary to enable the Administrative Agent to perfect or maintain the perfection and priority of its security interest in the Collateral
of the relevant Loan Party, together with a certified copy of the applicable Organizational Document reflecting the relevant change;


 


(j)             
Environmental Matters. Prompt (and in any event within five (5) Business Days after any Responsible Officer of the Borrower
obtaining knowledge thereof) written notice of any Release or other Hazardous Material Activity that would reasonably be expected to have
a Material Adverse Effect;


 


(k)           
Certain Reports. Promptly upon their becoming available and without duplication of any obligations with respect to any such
information that is otherwise required to be delivered under the provisions of any Loan Document, copies of (i) following an initial public
offering, all financial statements, reports, notices and proxy statements sent or made available generally by any applicable Parent Company
to its security holders acting in such capacity and (ii) all regular and periodic reports and all registration statements (other than
on Form S-8 or a similar form) and prospectuses, if any, filed by a Parent Company with any securities exchange or with the SEC or any
analogous governmental or private regulatory authority with jurisdiction over matters relating to securities;


 






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(l)             
[Reserved]; and


 


(m)         
 Other Information. Such other certificates, reports and information (financial or otherwise) as the Administrative Agent
may reasonably request from time to time in connection with the financial condition or business of Holdings and its Restricted Subsidiaries;
provided, however, that none of Holdings, the Borrower nor any Restricted Subsidiary shall be required to disclose or provide
any information (i) that constitutes non-financial trade secrets or non-financial proprietary information of Holdings, the Borrower and/or
any of their respective subsidiaries, customers and/or suppliers, (ii) in respect of which disclosure to the Administrative Agent or any
Lender (or any of their respective representatives or contractors) is prohibited by applicable Requirements of Law, (iii) that is subject
to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any
Restricted Subsidiary owes confidentiality obligations to any third party; provided that, with respect to this clause (iv),
the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable
confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not
violate such confidentiality obligations.


 


Documents required to be delivered
pursuant to this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered
on the date (i) on which the Borrower (or a representative thereof) (x) posts such documents or (y) provides a link thereto on the website
of the Borrower on the Internet at the website address listed on Schedule 9.01; provided that, other than with respect
to items required to be delivered pursuant to Section 5.01(k), the Borrower shall promptly notify (which may be by e-mail) the
Administrative Agent of the posting of any such documents on the website of the Borrower (or its applicable subsidiary) and provide to
the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are
delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrower on SyndTrak or another relevant website, if
any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by
the Administrative Agent); (iii) on which executed certificates or other documents are faxed to the Administrative Agent (or electronically
mailed to an address provided by the Administrative Agent); or (iv) in respect of the items required to be delivered pursuant to
Section 5.01(k) in respect of information filed by any applicable Parent Company with any securities exchange or with the
SEC or any analogous governmental or private regulatory authority with jurisdiction over matters relating to securities (other than Form
10-Q reports and Form 10-K reports described in Sections 5.01(a) and (b), respectively), on which such items have been
made available on the SEC website or the website of the relevant analogous governmental or private regulatory authority or securities
exchange.


 


Notwithstanding the foregoing,
the obligations in paragraphs (a), (b) and (h) of this Section 5.01 may be satisfied with respect to any financial
statements of the Borrower by furnishing (A) the applicable financial statements of any Parent Company or (B) any Parent Company’s
Form 10-K or 10-Q, as applicable, filed with the SEC or any securities exchange, in each case, within the time periods specified in such
paragraphs; provided that, with respect to each of clauses (A) and (B), (i) to the extent such financial statements
relate to any Parent Company, such financial statements shall be accompanied by consolidating information that summarizes in reasonable
detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Borrower
and its consolidated subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible
Officer of the Borrower as having been fairly presented in all material respects and (ii) to the extent such statements are in lieu of
statements required to be provided under Section 5.01(b), such statements shall be accompanied by a report and opinion of an independent
registered public accounting firm of nationally recognized standing, which report and opinion shall satisfy the applicable requirements
set forth in Section 5.01(b).


 




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Any financial statement required
to be delivered pursuant to Section 5.01(a) or (b) shall not be required to include acquisition accounting adjustments relating
to the Transactions or any Permitted Acquisition to the extent it is not practicable to include any such adjustments in such financial
statement.


 


Section 5.02.                     
Existence. Except as otherwise permitted under Section 6.07, Holdings and the Borrower will, and the Borrower
will cause each of its Restricted Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights,
franchises, licenses and permits material to its business except, other than with respect to the preservation of the existence of the
Borrower, to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect; provided
that neither Holdings nor the Borrower nor any of the Borrower’s Restricted Subsidiaries shall be required to preserve any such
existence (other than with respect to the preservation of existence of the Borrower), right, franchise, license or permit if a Responsible
Officer of such Person or such Person’s board of directors (or similar governing body) determines that the preservation thereof
is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material
respect to such Person or to the Lenders.


 


Section 5.03.                     
Payment of Taxes. Holdings and the Borrower will, and the Borrower will cause each of its Restricted Subsidiaries to, pay
all Taxes imposed upon it or any of its properties or assets or in respect of any of its income or businesses or franchises before any
penalty or fine accrues thereon; provided that no such Tax need be paid if (a) it is being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted, so long as (i) adequate reserves or other appropriate provisions, as are required
in conformity with GAAP, have been made therefor and (ii) in the case of a Tax which has or may become a Lien against any of the Collateral,
such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or (b) the failure
to pay or discharge the same could not reasonably be expected to result in a Material Adverse Effect.


 


Section 5.04.                     
Maintenance of Properties. The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain or cause to
be maintained in good repair, working order and condition, ordinary wear and tear and casualty and condemnation excepted, all property
reasonably necessary to the normal conduct of business of the Borrower and its Restricted Subsidiaries and from time to time will make
or cause to be made all needed and appropriate repairs, renewals and replacements thereof except as expressly permitted by this Agreement
or where the failure to maintain such properties or make such repairs, renewals or replacements could not reasonably be expected to have
a Material Adverse Effect.


 


Section 5.05.                     
Insurance. Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, the Borrower
will maintain or cause to be maintained, with financially sound and reputable insurers, such insurance coverage with respect to liabilities,
losses or damage in respect of the assets, properties and businesses of the Borrower and its Restricted Subsidiaries as may customarily
be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case
in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions
as shall be customary for such Persons. Each such policy of insurance shall (i) name the Administrative Agent on behalf of the Lenders
as an additional insured thereunder as its interests may appear and (ii) to the extent available from the relevant insurance carrier,
in the case of each casualty insurance policy (excluding any business interruption insurance policy), contain a loss payable clause or
endorsement that names the Administrative Agent, on behalf of the Lenders as the lender loss payee thereunder and, to the extent available,
provide for at least thirty (30) days’ prior written notice to the Administrative Agent of any modification or cancellation of such
policy (or ten (10) days’ prior written notice in the case of the failure to pay any premiums thereunder).


 






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Section 5.06.                     
Inspections. The Borrower will, and will cause each of its Restricted Subsidiaries to, permit any authorized representative designated
by the Administrative Agent to visit and inspect any of the properties of the Borrower and any of its Restricted Subsidiaries at which
the principal financial records and executive officers of the applicable Person are located, to inspect, copy and take extracts from
its and their respective financial and accounting records, and to discuss its and their respective affairs, finances and accounts with
its and their Responsible Officers and independent public accountants (provided that the Borrower (or any of its subsidiaries)
may, if it so chooses, be present at or participate in any such discussion), all upon reasonable notice and at reasonable times during
normal business hours; provided that, (x) only the Administrative Agent (or a representative designated by the Administrative
Agent) on behalf of the Lenders may exercise the rights of the Administrative Agent and the Lenders under this Section 5.06,
(y) subject to the immediately succeeding proviso, the Administrative Agent shall not exercise such rights more often than one time
during any calendar year and (z) subject to the immediately succeeding proviso, only one such time per calendar year shall be at
the expense of the Borrower; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives
or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon
reasonable advance notice; provided further that, notwithstanding anything to the contrary herein, neither the Borrower nor any
Restricted Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of or taking abstracts from,
or discuss any document, information, or other matter (i) that constitutes non-financial trade secrets or non-financial proprietary information
of the Borrower and its subsidiaries and/or any of its customers and/or suppliers, (ii) in respect of which disclosure to the Administrative
Agent or any Lender (or any of their respective representatives or contractors) is prohibited by applicable law, (iii) that is subject
to attorney-client or similar privilege or constitutes attorney work product or (iv) in respect of which Holdings, the Borrower or any
Restricted Subsidiary owes confidentiality obligations to any third party; provided that, with respect to this clause (iv),
the Borrower shall (A) make the Administrative Agent aware of such confidentiality obligations (to the extent permitted under the applicable
confidentiality obligation) and (B) use commercially reasonable efforts to communicate the relevant information in a way that does not
violate such confidentiality obligations.


 


Section 5.07.                     
Maintenance of Books and Records. The Borrower will, and will cause its Restricted Subsidiaries to, maintain proper books
of record and account containing entries of all material financial transactions and matters involving the assets and business of the Borrower
and its Restricted Subsidiaries that are full, true and correct in all material respects and permit the preparation of consolidated financial
statements in accordance with GAAP.


 


Section 5.08.                     
Compliance with Laws.


 


(a)            
Holdings and the Borrower will, and will cause each of their Restricted Subsidiaries to (i) materially comply with the applicable
requirements of Sanctions and the FCPA (subject to any applicable licenses, authorizations or exemptions) and (ii) comply with the
requirements of all other applicable laws, rules, regulations and orders of any Governmental Authority (including ERISA, the USA PATRIOT
Act and, to its knowledge, anti-terrorism, sanctions, anti-corruption and anti-money laundering laws), except to the extent the failure
to so comply would not reasonably be expected to have a Material Adverse Effect.


 


(b)            The
Borrower will not directly or, to its knowledge, indirectly, use the proceeds of the Loans or otherwise make available such proceeds
to any Person, (i) for the purpose of financing the activities of any Person or in any country or territory that, at the time
of such financing, is the subject of any Sanctions, except to the extent permissible for a Person required to comply with Sanctions,
or (ii) in a manner that violates any applicable requirements under the FCPA.


 






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Section 5.09.                     
Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect, (a) comply, and take all commercially reasonable actions
to cause any lessees and other Persons operating or occupying its properties to comply, with all applicable Environmental Laws and environmental
permits (including any investigation, notification, cleanup, removal or remedial obligations with respect to or arising out of any Hazardous
Materials Activity), (b) obtain and renew all environmental permits required to conduct its operations or in connection with its properties
and (c) respond timely to any Environmental Claim against the Borrower or any of its Restricted Subsidiaries and discharge or duly contest
any obligations it may have to any Person thereunder.


 


Section 5.10.                     
Designation of Subsidiaries. The board of directors (or equivalent governing body) of the Borrower may at any time after
the Closing Date designate (or redesignate) any subsidiary as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted
Subsidiary; provided that (i) immediately before and after such designation or redesignation, no Default or Event of Default
exists (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on the assets of, the applicable
Restricted Subsidiary or Unrestricted Subsidiary), (ii) in the case of designating a Restricted Subsidiary to be an Unrestricted
Subsidiary or redesignating an Unrestricted Subsidiary to be a Restricted Subsidiary, the applicable Investment is permitted under one
or more clauses in Section 6.06 (as selected by the Borrower in its sole discretion), (iii) on a Pro Forma Basis, the Total
Leverage Ratio does not exceed the greater of the Total Leverage Ratio as of the last day of the most recently ended Test Period and 5.25:1.00,
(iv) no subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for purposes of
the ABL Credit Agreement unless also being designated as an Unrestricted Subsidiary thereunder, and (v) as of the date of the designation
or redesignation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Restricted Subsidiary of the Borrower (unless
such Restricted Subsidiary is also designated as an Unrestricted Subsidiary) or hold any Indebtedness of or any Lien on any property of
the Borrower or its Restricted Subsidiaries (unless the Borrower or such Restricted Subsidiary is permitted to incur such Indebtedness
or Liens in favor of such Unrestricted Subsidiary pursuant to Sections 6.01 and 6.02). The designation of any subsidiary
as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable Restricted Subsidiary) therein at the
date of designation in an amount equal to the portion of the Fair Market Value of the net assets of such Restricted Subsidiary attributable
to the Borrower’s (or its applicable Restricted Subsidiary’s) equity interest therein as reasonably estimated by the Borrower
(and such designation shall only be permitted to the extent such Investment is permitted under Section 6.06). The designation
of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation
of any then-existing Investment, Indebtedness or Lien of such Restricted Subsidiary, as applicable; provided that upon a redesignation
of any Unrestricted Subsidiary as a Restricted Subsidiary, the Borrower shall be deemed to continue to have an Investment in the resulting
Restricted Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Restricted Subsidiary
at the time of such redesignation, less (b) the portion of the Fair Market Value of the net assets of such Restricted Subsidiary
attributable to the Borrower’s equity therein at the time of such redesignation. As of the Closing Date, the subsidiaries listed
on Schedule 5.10 have been designated as Unrestricted Subsidiaries.


 






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Section 5.11.                     
Use of Proceeds.


 


(a)            
The Borrower shall use the proceeds of the Initial Term Loans solely to directly or indirectly finance a portion of the Transactions
(including the payment of Transaction Costs). No part of the proceeds of any Loan will be used, whether directly or indirectly, for any
purpose that would violate Regulation T, U or X.


 


(b)           
The Borrower shall use the proceeds of the Initial Delayed Draw Term Loans to (i) directly or indirectly finance Permitted Acquisitions
(other than the Merger) and similar Investments (including working capital adjustments, earn-out payments, purchase price adjustments
and any other payments required under the acquisition or investment agreement), any related transactions (including refinancing any Indebtedness
of the Persons or assets subject to such acquisition or Investment), the development and opening of key making or copying, knife sharpening
and other product or service related centers and kiosks, and to pay related fees and other transaction costs and/or (ii) repay revolving
credit loans and replenish cash previously utilized for any uses described in clause (i), including for any such utilization prior
to the Closing Date.


 


Section 5.12.                     
Covenant to Guarantee Obligations and Give Security.


 


(a)            
Upon (i) the formation or acquisition after the Closing Date of any Restricted Subsidiary that is a Domestic Subsidiary (other
than an Excluded Subsidiary), (ii) the designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as a Restricted Subsidiary
(other than an Excluded Subsidiary), (iii) any Restricted Subsidiary that is a Domestic Subsidiary ceasing to be an Immaterial Subsidiary
(other than an Excluded Subsidiary), (iv) any Restricted Subsidiary that was an Excluded Subsidiary ceasing to be an Excluded Subsidiary
or (v) the designation of a Discretionary Guarantor, on or before the date that is sixty (60) days after the end of such Fiscal Quarter
in which such transaction or designation occurred (or such longer period as the Administrative Agent may reasonably agree), the Borrower
shall (A) cause such Restricted Subsidiary, Discretionary Guarantor to comply with the requirements set forth in the definition of “Collateral
and Guarantee Requirement” and the Perfection Requirements and (B) upon the reasonable request of the Administrative Agent, cause
the relevant Restricted Subsidiary or Discretionary Guarantor to deliver to the Administrative Agent a signed copy of a customary opinion
of counsel for such Restricted Subsidiary or Discretionary Guarantor, addressed to the Administrative Agent and the other relevant Secured
Parties.


 


(b)           
Within ninety (90) days after the acquisition by any Loan Party of any Material Real Estate Asset (or after the Closing Date in
respect of any existing Material Real Estate Asset) other than any Excluded Asset (or such longer period as the Administrative Agent may
reasonably agree), the Borrower shall cause such Loan Party to comply with the requirements set forth in clause (b) of the definition
of “Collateral and Guarantee Requirement”, it being understood and agreed that, with respect to any Material Real Estate Asset
owned by any Restricted Subsidiary at the time such Restricted Subsidiary is required to become a Loan Party under Section 5.12(a),
such Material Real Estate Asset shall be deemed to have been acquired by such Restricted Subsidiary on the first day of the time period
within which such Restricted Subsidiary is required to become a Loan Party under Section 5.12(a).


 






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Notwithstanding anything to
the contrary herein or in any other Loan Document, (i) the Administrative Agent may grant extensions of time or any period in this Agreement
or in any other Loan Document (at any time, including, in each case, after the expiration of any relevant time or period, which will
be retroactive) for the creation and perfection of security interests in, or obtaining of title insurance,legal opinions, surveys or
other deliverables with respect to, particular assets or the provision of any Loan Guaranty by any Restricted Subsidiary (in connection
with assets acquired, or Restricted Subsidiaries formed or acquired, after the Closing Date) where it reasonably determines, in consultation
with the Borrower, that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise
be required to be accomplished by this Agreement or the Collateral Documents, and each Lender hereby consents to any such extension of
time, (ii) any Lien required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to
the exceptions and limitations set forth therein and in the Collateral Documents, (iii) no Loan Party shall be required to seek
any landlord lien waiver, bailee letter, estoppel, warehouseman waiver or other collateral access or similar letter or agreement, (iv)
no Loan Party will be required to take any action to the extent limited, restricted or not required by the Collateral and Guarantee Requirement
and any other Loan Document, (v) in no event will the Collateral include any Excluded Assets, (vi) no action shall be required to
perfect a Lien in any asset in respect of which the perfection of a security interest therein would (1) violate the terms of any contract
relating to such asset that is permitted or otherwise not prohibited by the terms of this Agreement and is binding on such asset on the
Closing Date or at the time of its acquisition and not incurred in contemplation thereof (other than in the case of permitted capital
leases, purchase money and similar financings), in each case, after giving effect to the applicable anti-assignment provisions of the
UCC or other applicable law or (2) trigger termination of any contract relating to such asset that is permitted or otherwise not prohibited
by the terms of this Agreement and is binding on such asset on the Closing Date or at the time of its acquisition and not incurred in
contemplation thereof (other than in the case of permitted capital leases, purchase money and similar financings) pursuant to any “change
of control” or similar provision; it being understood that the Collateral shall include any proceeds and/or receivables arising
out of any contract described in this clause to the extent the assignment of such proceeds or receivables is expressly deemed effective
under the UCC or other applicable law notwithstanding the relevant prohibition, violation or termination right, (vii) any joinder or
supplement to any Loan Guaranty, any Collateral Document and/or any other Loan Document executed by any Restricted Subsidiary that is
required to become a Loan Party pursuant to Section 5.12(a) above may, with the consent of the Administrative Agent, include such
schedules (or updates to schedules) as may be necessary to qualify any representation or warranty set forth in any Loan Document to the
extent necessary to ensure that such representation or warranty is true and correct to the extent required thereby or by the terms of
any other Loan Document and (viii) any time periods to comply with the foregoing Section 5.12(a) shall not apply to Discretionary
Guarantors (provided that such entity shall not be deemed a Guarantor or Discretionary Guarantor until such entity has complied with
such requirements).


 


Section 5.13.                     
[Reserved].


 


Section 5.14.                     
Further Assurances. Promptly upon request of the Administrative Agent and subject to the limitations described in Section
5.12:


 


(a)            
Holdings and the Borrower will, and will cause each other Loan Party to, execute any and all further documents, financing statements,
agreements, instruments, certificates, notices and acknowledgments and take all such further actions (including the filing and recordation
of financing statements, fixture filings, Mortgages and/or amendments thereto and other documents), that may be required under any applicable
law and which the Administrative Agent may reasonably request to ensure the creation, perfection and priority of the Liens created or
intended to be created under the Collateral Documents, all at the expense of the relevant Loan Parties.


 


(b)            Holdings
and the Borrower will, and will cause each other Loan Party to, (i) correct any material defect or error that may be discovered in
the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any
Collateral and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such
further acts (including notices to third parties), deeds, certificates, assurances and other instruments as the Administrative Agent
may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.


 






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Section 5.15.                     
Ratings. The Borrower will use commercially reasonable efforts to maintain public corporate credit or public corporate family
ratings (but no specific rating), as applicable, of the Borrower and public ratings (but no specific rating) for the Credit Facilities.


 


Section 5.16.                     
Post-Closing Matters. The Loan Parties shall comply with their obligations described in Schedule 5.16, in each case,
within the applicable periods of time specified in such Schedule 5.16 with respect to such item (or such longer periods as the
Administrative Agent may agree in its reasonable discretion).


 


ARTICLE
VI



NEGATIVE COVENANTS


 


From the Closing Date until
the Termination Date, (i) Holdings, solely with respect to Section 6.14, and (ii) the Borrower covenant and agree with the
Lenders that:


 


Section 6.01.                     
Indebtedness. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly,
create, incur, assume or otherwise become or remain liable with respect to any Indebtedness, except:


 


(a)            
the Secured Obligations (including any Loans and/or Commitments);


 


(b)           
Indebtedness of the Borrower to any Restricted Subsidiary and/or of any Restricted Subsidiary to the Borrower or any other Restricted
Subsidiary; provided that any Indebtedness of any Loan Party to any Restricted Subsidiary that is not a Loan Party must be expressly
subordinated to the Obligations of such Loan Party;


 


(c)            
[reserved];


 


(d)           
(i) Indebtedness arising from any agreement providing for indemnification, adjustment of purchase price or similar obligations
(including contingent earn-out obligations) incurred in connection with any Disposition permitted hereunder, any acquisition permitted
hereunder or consummated prior to the Closing Date or any other purchase of assets or Capital Stock; and (ii) Indebtedness arising from
guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the
Borrower or any such Restricted Subsidiary pursuant to any such agreement;


 


(e)            
Indebtedness of the Borrower and/or any Restricted Subsidiary (i) pursuant to tenders, statutory obligations, bids, leases, governmental
contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations incurred
in the ordinary course of business, (ii) in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar
instruments to support any of, or in lieu of, any of the foregoing items and (iii) in respect of commercial and trade letters of credit;


 


(f)             Indebtedness
of the Borrower and/or any Restricted Subsidiary in respect of commercial credit cards, stored value cards, purchasing cards,
treasury management services, netting services, overdraft protections, check drawing services, automated payment services (including
depository, overdraft, controlled disbursement, ACH transactions, return items and interstate depository network services), employee
credit card programs, cash pooling services and any arrangements or services similar to any of the foregoing and/or otherwise in
connection with Cash management and Deposit Accounts, including Banking Services Obligations and dealer incentive, supplier finance
or similar programs;


 






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(g)           
(i) guaranties by the Borrower and/or any Restricted Subsidiary of the obligations of suppliers, customers and licensees in the
ordinary course of business, (ii) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower and/or
any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and
services and (iii) Indebtedness in respect of letters of credit, bankers’ acceptances, bank guaranties or similar instruments supporting
trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business;


 


(h)           
Guarantees by the Borrower and/or any Restricted Subsidiary of Indebtedness or other obligations of the Borrower and/or any Restricted
Subsidiary with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.01 or other obligations
not prohibited by this Agreement;


 


(i)             
(i) Indebtedness of the Borrower and/or any Restricted Subsidiary existing, or pursuant to commitments existing, on the Closing
Date; provided that any such item of Indebtedness with an aggregate outstanding principal amount on the Closing Date in excess
of $5,000,000 shall be described on Schedule 6.01; and (ii) ordinary course capital leases, purchase money indebtedness, equipment
financings, performance bonds, bank guarantees, letters of credit, guarantees and surety bonds existing as of the Closing Date;


 


(j)             
Indebtedness of Restricted Subsidiaries that are not Loan Parties in an aggregate outstanding principal amount of such Indebtedness
not to exceed the greater of $115.0 million and 45.0% of Consolidated Adjusted EBITDA minus amounts under this Section 6.01(j)
reallocated to Section 6.01(u);


 


(k)           
Indebtedness of the Borrower and/or any Restricted Subsidiary consisting of obligations owing under incentive, supply, license
or similar agreements entered into in the ordinary course of business;


 


(l)             
Indebtedness of the Borrower and/or any Restricted Subsidiary consisting of (i) the financing of insurance premiums, (ii) take-or-pay
obligations contained in supply arrangements, in each case, in the ordinary course of business and/or (iii) obligations to reacquire
assets or inventory in connection with customer financing arrangements in the ordinary course of business;


 


(m)         
(i) Indebtedness of the Borrower and/or any Restricted Subsidiary with respect to purchase money Indebtedness incurred prior to
or within two hundred seventy (270) days of the acquisition, lease, completion of construction, repair of, replacement, improvement to
or installation of assets in an aggregate outstanding principal amount not to exceed the greater of $100.0 million and 40.0% of Consolidated
Adjusted EBITDA and (ii) Indebtedness of the Borrower and/or any Restricted Subsidiary with respect to Capital Leases;


 


(n)            Indebtedness
of any Person that becomes a Restricted Subsidiary or Indebtedness assumed, in each case, in connection with an acquisition or
similar Investment permitted hereunder after the Closing Date; provided that (i) such Indebtedness (A) existed at
the time such Person became a Restricted Subsidiary or the assets subject to such Indebtedness were acquired and (B) was not
created or incurred in anticipation thereof, (ii) no Event of Default exists or would result after giving pro forma effect to
such acquisition or similar Investment and (iii) the Total Leverage Ratio does not exceed the greater of 5.25:1.00 and the Total
Leverage Ratio as of the then most recently completed fiscal quarter, calculated on a Pro Forma Basis;


 






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(o)           
Indebtedness consisting of promissory notes issued by the Borrower or any Restricted Subsidiary to any stockholder of any Parent
Company or any current or former director, officer, employee, member of management, manager or consultant of any Parent Company, the Borrower
or any subsidiary (or their respective Immediate Family Members) to finance the purchase or redemption of Capital Stock of any Parent
Company permitted by Section 6.04(a);


 


(p)           
the Borrower and its Restricted Subsidiaries may become and remain liable for any Indebtedness refinancing, refunding or replacing
any Indebtedness permitted under clauses (a), (i), (j), (m), (n), (q), (r), (u),
(w), (x), (y), (z) and (ii) and this clause (p) of this Section 6.01 (in any case, including
any refinancing Indebtedness incurred in respect thereof, “Refinancing Indebtedness”) and any subsequent Refinancing
Indebtedness in respect of existing Refinancing Indebtedness under this clause (p); provided, that:


 


(i)                
the principal amount of such Indebtedness does not exceed the principal amount of the Indebtedness being refinanced, refunded or
replaced, except by (A) an amount equal to unpaid accrued interest, penalties and premiums (including tender premiums) thereon plus
commitment, underwriting, arrangement and similar fees, other reasonable and customary fees, commissions and expenses (including upfront
fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, refunding or replacement,
(B) an amount equal to any existing commitments unutilized thereunder and (C) additional amounts permitted to be incurred pursuant
to this Section 6.01 (provided that (1) any additional Indebtedness referenced in this clause (C)
satisfies the other applicable requirements of this Section 6.01 (with additional amounts incurred in reliance on this clause (C)
constituting a utilization of the relevant basket or exception pursuant to which such additional amount is permitted) and (2) if
such additional Indebtedness is secured, the Lien securing such Indebtedness satisfies the applicable requirements of Section 6.02);


 


(ii)              
(x) other than in the case of Refinancing Indebtedness with respect to clauses (a), (i), (j), (m),
(n), (r), (u), (x) and (y) of this Section 6.01 (and other than customary bridge loans
with a maturity date of not longer than one (1) year which are converted into, exchanged for, extended to or otherwise refinanced with
Indebtedness subject to the requirements of this clause (ii)), and subject to the Permitted Earlier Maturity Indebtedness
Exception, (A) such Indebtedness has a final maturity on or later than (and, in the case of revolving Indebtedness, does not require
mandatory commitment reductions, if any, prior to) the earlier of (1) ninety-one (91) days after the Latest Maturity Date and (2) the
final maturity of the Indebtedness being refinanced, refunded or replaced and (B) other than with respect to revolving Indebtedness, and
subject to the Permitted Earlier Maturity Indebtedness Exception, a Weighted Average Life to Maturity equal to or greater than the Weighted
Average Life to Maturity of the Indebtedness being refinanced, refunded or replaced (other than to the extent resulting from a change
in the final maturity date permitted under clause (A)(1) above) and (y) in the case of Refinancing Indebtedness incurred with
respect to Indebtedness permitted under clause (a) of this Section 6.01, such Indebtedness shall satisfy the requirements
of Section 9.02(c)(i)(B) or Section 9.02(c)(ii)(B), as applicable;


 






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(iii)            
 in the case of Refinancing Indebtedness with respect to Indebtedness permitted under clauses (j), (m) and (u)
of this Section 6.01, the incurrence thereof shall be without duplication of any amounts outstanding in reliance on the
relevant clause and after the incurrence thereof, shall constitute amounts outstanding under such clause; 


 


(iv)             
except in the case of Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause (a) of this
Section 6.01 (it being understood that Holdings may not be the primary obligor of the applicable Refinancing Indebtedness
if Holdings was not the primary obligor on the relevant refinanced Indebtedness), (A) such Indebtedness, if secured, is secured only by
Permitted Liens at the time of such refinancing, refunding or replacement (it being understood that secured Indebtedness may be refinanced
with unsecured Indebtedness), (B) such Indebtedness is incurred by the obligor or obligors in respect of the Indebtedness being refinanced,
refunded or replaced, except to the extent otherwise permitted pursuant to Section 6.01, and (C) if the Indebtedness being
refinanced, refunded or replaced was originally contractually subordinated to the Obligations in right of payment (or the Liens securing
such Indebtedness were originally contractually subordinated to the Liens on the Collateral securing the Secured Obligations), such Refinancing
Indebtedness is contractually subordinated to the Obligations in right of payment (or the Refinancing Liens securing such Indebtedness
are subordinated to the Liens on the Collateral securing the Secured Obligations and subject to an Acceptable Intercreditor Agreement),
except to the extent the refinancing, refunding or replacement thereof constitutes a Restricted Debt Payment permitted under Section
6.04(b) (other than Section 6.04(b)(i)) or does not constitute a Restricted Debt Payment;


 


(v)               
no Event of Default exists or would result therefrom;


 


(vi)             
in the case of Refinancing Indebtedness incurred in respect of Indebtedness permitted under clause (a) of this Section 6.01,
(A) such Indebtedness is pari passu or junior in right of payment and secured by the Collateral on a pari passu or junior
basis with respect to the remaining Obligations hereunder and shall be subject to an Acceptable Intercreditor Agreement, or is unsecured,
(B) if the Indebtedness being refinanced, refunded or replaced is secured, it is not secured by any assets other than the Collateral,
(C) if the Indebtedness being refinanced, refunded or replaced is Guaranteed, it shall not be Guaranteed by any Person other than
a Loan Party, and (D) such Indebtedness shall satisfy the requirements of Section 9.02(c)(i)(I) or Section 9.02(c)(ii)(I),
as applicable; and


 


(vii)           
any such Refinancing Indebtedness that is pari passu with the First Priority Secured Obligations hereunder in right of payment
and secured by the Collateral on a pari passu basis with respect to the First Priority Secured Obligations may participate, with
respect to voluntary prepayments on a pro rata basis, a less than pro rata basis or greater than pro rata basis,
and with respect to mandatory Prepayments, on a pro rata basis or a less than pro rata basis (but not greater than a pro
rata basis), in each case, in respect of the Initial Term Loans (and any other Term Loans then subject to ratable repayment requirements),
in each case as the Borrower and the relevant lender may agree;


 






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(q)            Indebtedness
incurred to finance, or assumed in connection with, any acquisition or similar Investment permitted hereunder after the Closing
Date; provided, that (i) before and after giving effect to such acquisition or similar Investment on a Pro Forma Basis,
no Event of Default exists or would result therefrom, (ii) after giving effect to such acquisition or similar Investment on a Pro
Forma Basis (without “netting” the Cash proceeds of such Indebtedness), (A) if such Indebtedness is secured by a Lien on
the Collateral that is pari passu with the Lien securing the First Priority Secured Obligations and pari passu in
right of payment with the Obligations, (1) such Indebtedness shall be subject to an Acceptable Intercreditor Agreement, (2) the
First Lien Leverage Ratio does not exceed the greater of (x) 3.50:1.00 and (y) the First Lien Leverage Ratio as of the last day
of the most recently ended Test Period, and (3) any such Indebtedness consisting of syndicated first lien term loans with a floating
rate of interest (other than “bridge loans”) shall be subject to clause (v) of the proviso to Section
2.22(a) (including with respect to exceptions, limitations and thresholds thereunder), (B) if such Indebtedness is secured by a
Lien on the Collateral that is junior to the Lien securing the First Priority Secured Obligations, (1) such Indebtedness shall
be subject to an Acceptable Intercreditor Agreement, and (2) the Secured Leverage Ratio would not exceed the greater of
(x) 5.00:1.00 and (y) the Secured Leverage Ratio as of the last day of the most recently ended Test Period, and (C) if such
Indebtedness is not secured by a Lien on the Collateral (including all Indebtedness of any Non-Guarantor Subsidiary), either (1) the
Total Leverage Ratio does not exceed the greater of (x) 5.25:1.00 and (y) the Total Leverage Ratio as of the last day of the
most recently ended Test Period, or (2) the pro forma Net Interest Coverage Ratio is not less than the lesser of (A) 2.00:1.00 and
(B) the Net Interest Coverage Ratio as of the then most-recently ended Test Period, (iii) subject to the Permitted Earlier
Maturity Indebtedness Exception, such Indebtedness does not mature prior to the Latest Maturity Date as of the date of incurrence
thereof, (iv) the aggregate outstanding principal amount of such Indebtedness of Restricted Subsidiaries that are not Loan Parties
shall not exceed the sum of (x) the greater of $127.5 million and 50.0% of Consolidated Adjusted EBITDA as of the last day of the
most recently ended Test Period and (y) any other Indebtedness permitted to be incurred by such Restricted Subsidiaries that are not
Loan Parties under this Section 6.01, (v) no such Indebtedness that is secured by a Lien on all of the Collateral shall be
guaranteed by any Person that is not a Loan Party or secured by any assets other than the Collateral, (vi) subject to the Permitted
Earlier Maturity Indebtedness Exception, the Weighted Average Life to Maturity of any such Indebtedness shall be no shorter than the
remaining Weighted Average Life to Maturity of any then-existing Class of Term Loans (without giving effect to any prepayment
thereof) and (vii) such Indebtedness of Loan Parties shall be subject to clause (x) of the proviso to Section
2.22(a);


 


(r)            
Indebtedness of the Borrower and/or any Restricted Subsidiary in an aggregate outstanding principal amount not to exceed 200% of
the amount of Net Proceeds received by the Borrower (“Contribution Indebtedness”) from (i) the issuance or sale of
Qualified Capital Stock or (ii) any cash contribution to its Capital Stock, in each case, (A) other than any Net Proceeds received from
the sale of Capital Stock to, or contributions from, the Borrower or any of its Restricted Subsidiaries, (B) to the extent the relevant
Net Proceeds have not otherwise been applied to increase the Available Amount or to make any Restricted Payments or Investments in Unrestricted
Subsidiaries hereunder and (C) other than “Cure Amounts” under (and as defined in) the ABL Credit Agreement;


 


(s)            
Indebtedness of the Borrower and/or any Restricted Subsidiary under any Derivative Transaction not entered into for speculative
purposes;


 


(t)             
[reserved];


 


(u)           
Indebtedness of the Borrower and/or any Restricted Subsidiary in an aggregate outstanding principal amount not to exceed (i) the
sum of (A) the greater of $127.5 million and 50.0% of Consolidated Adjusted EBITDA and (B) any amounts reallocated to this Section
6.01(u) from Section 6.01(j) and Section 6.04(a)(xi) minus (ii) any amounts under this Section 6.01(u)
(after giving effect to clause (B)) reallocated to clause (d) of the Fixed Incremental Amount and Section 6.01(x);


 






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(v)           
 [reserved];


 


(w)          
Indebtedness of the Borrower and/or any Restricted Subsidiary so long as, no Event of Default exists or would result therefrom
and on a Pro Forma Basis (without “netting” the Cash proceeds of such Indebtedness), (i) if such Indebtedness is secured by
a Lien on the Collateral that is pari passu with the Lien securing the First Priority Secured Obligations and pari passu
in right of payment with the Obligations, (A) such Indebtedness shall be subject to an Acceptable Intercreditor Agreement, (B) the First
Lien Leverage Ratio would not exceed 3.50:1.00 and (C) any such Indebtedness consisting of syndicated first lien term loans with a floating
rate of interest (other than “bridge loans”) shall be subject to clause (v) of the proviso to Section 2.22(a)
(including with respect to exceptions, limitations and thresholds thereunder), (ii) if such Indebtedness is secured by a Lien on the Collateral
that is junior to the Lien securing the First Priority Secured Obligations, (A) such Indebtedness shall be subject to an Acceptable Intercreditor
Agreement, and (B) the Secured Leverage Ratio would not exceed 5.00:1.00, and (iii) if such Indebtedness is not secured by the Collateral
(including all Indebtedness of any Non-Guarantor Subsidiary), either (A) the Total Leverage Ratio would not exceed 5.25:1.00 or (B) the
pro forma Net Interest Coverage Ratio would not be less than 2.00:1.00; provided that (1) the aggregate outstanding principal amount
of such Indebtedness of Restricted Subsidiaries that are not Loan Parties shall not exceed the sum of (x) the greater of $115.0 million
and 45.0% of Consolidated Adjusted EBITDA and (y) any other Indebtedness permitted to be incurred by such Restricted Subsidiaries that
are not Loan Parties under this Section 6.01, (2) no such Indebtedness that is secured by a Lien on the Collateral shall be
guaranteed by any Person that is not a Loan Party or secured by any assets other than the Collateral, (3) subject to the Permitted Earlier
Maturity Indebtedness Exception, such Indebtedness does not mature prior to the Latest Maturity Date as of the date of incurrence thereof,
(4) subject to the Permitted Earlier Maturity Indebtedness Exception, the Weighted Average Life to Maturity of any such Indebtedness shall
be no shorter than the remaining Weighted Average Life to Maturity of any then-existing Class of Term Loans (without giving effect to
any prepayment thereof) and (5) such Indebtedness of Loan Parties shall be subject to clause (x) of the proviso to Section 2.22(a);


 


(x)           
Indebtedness of the Borrower under the ABL Facility (including any “Incremental Loans” and “Refinancing Indebtedness”
(each as defined in the ABL Credit Agreement or any equivalent term under the documentation governing the ABL Facility)) and any “Incremental
Equivalent Debt” (as defined in the ABL Credit Agreement or any equivalent term under the documentation governing the ABL Facility)
in an aggregate principal amount that does not exceed at any time the sum of (A) $300.0 million, plus (B) an amount equal to the
 “Incremental Cap” (as defined in the ABL Credit Agreement as in effect on the Closing Date) plus (C) any amounts reallocated
to this Section 6.01(x) from Section 6.01(u);


 


(y)           
Indebtedness of the Borrower and/or any Restricted Subsidiary comprised of Capital Lease obligations or rental payments in respect
of any property Disposed of pursuant to any Sale and Lease-Back Transactions permitted pursuant to Section 6.07;


 


(z)             Indebtedness
(and/or commitments in respect thereof) issued or incurred by any Loan Party in lieu of any Incremental Facility (such Indebtedness,
 “Incremental Equivalent Debt”); provided that (i) the aggregate outstanding principal amount (or committed
amount, if applicable) of all Incremental Equivalent Debt, together with the aggregate outstanding principal amount (or committed
amount, if applicable) of all Incremental Facilities shall not exceed the Incremental Cap to the extent constituting a utilization
thereof as provided pursuant to Section 2.22, (ii) any Incremental Equivalent Debt incurred in the form of syndicated term
loans with a floating rate of interest secured by a Lien on the Collateral on a senior basis pari passu with the First
Priority Secured Obligations and pari passu in right of payment with the Obligations shall be subject to clause (v) of
the proviso to Section 2.22(a) (including with respect to exceptions, limitations and thresholds thereunder), and (iii)
Incremental Equivalent Debt shall be subject to clauses (vi), (vii), (viii), (ix), (x) and (xi) (except,
in the case of clause (xi), as otherwise agreed by the Persons providing such Incremental Equivalent Debt) of the proviso to Section
2.22(a);


 






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(aa)        
Indebtedness (including obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar
instruments with respect to such Indebtedness) incurred by the Borrower and/or any Restricted Subsidiary in respect of workers compensation
claims, unemployment insurance (including premiums related thereto), other types of social security, pension obligations, vacation pay,
health, disability or other employee benefits;


 


(bb)        
Indebtedness of the Borrower and/or any Restricted Subsidiary representing (i) deferred compensation to directors, officers, employees,
members of management, managers, and consultants of any Parent Company, the Borrower and/or any Restricted Subsidiary in the ordinary
course of business and (ii) deferred compensation or other similar arrangements in connection with the Transactions, any Permitted Acquisition
or any other Investment permitted hereby;


 


(cc)        
Indebtedness of the Borrower and/or any Restricted Subsidiary in respect of any letter of credit or bank guarantee issued in favor
of any issuing lender under the ABL Facility to support any Defaulting Lender’s participation in letters of credit issued or swingline
loans made under the ABL Facility;


 


(dd)        
Indebtedness of the Borrower and/or any Restricted Subsidiary supported by any letter of credit otherwise permitted to be incurred
hereunder;


 


(ee)        
unfunded pension fund and other employee benefit plan obligations and liabilities incurred by the Borrower and/or any Restricted
Subsidiary in the ordinary course of business to the extent that the unfunded amounts would not otherwise cause an Event of Default to
exist under Section 7.01(i);


 


(ff)          
without duplication of any other Indebtedness, all premiums (if any), interest (including post-petition interest and payment in
kind interest), accretion or amortization of original issue discount, fees, expenses and charges with respect to Indebtedness of the Borrower
and/or any Restricted Subsidiary hereunder;


 


(gg)        
to the extent constituting Indebtedness, obligations under the Merger Agreement or the documentation governing any Permitted Acquisition
or similar Investment;


 


(hh)        
customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased
in the ordinary course of business; and


 


(ii)           
Indebtedness of the Borrower and/or any Restricted Subsidiary relating to any factoring or similar arrangements entered into in
the ordinary course of business.


 


Section
6.02.                      Liens.
The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, create, incur, assume or permit or suffer to
exist any Lien on or with respect to any property of any kind owned by it, whether now owned or hereafter acquired, or any income or
profits therefrom, except:


 






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(a)            
Liens securing the Secured Obligations created pursuant to the Loan Documents;


 


(b)           
Liens for Taxes which are (i) for amounts not yet overdue by more than thirty (30) days or (ii) which are not required to be paid
pursuant to Section 5.03;


 


(c)            
statutory Liens (and rights of set-off) of landlords, banks, carriers, warehousemen, mechanics, repairmen, workmen and materialmen,
and other Liens imposed by law, in each case incurred in the ordinary course of business (i) for amounts not yet overdue by more
than thirty (30) days or (ii) for amounts that are overdue by more than thirty (30) days and that are being contested in good faith
by appropriate proceedings, so long as adequate reserves or other appropriate provisions required by GAAP shall have been made for any
such contested amounts;


 


(d)           
Liens incurred (i) in the ordinary course of business in connection with workers’ compensation, unemployment insurance and
other types of social security laws and regulations, (ii) in the ordinary course of business to secure the performance of tenders, statutory
obligations, surety, stay, customs and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money
bonds and other similar obligations (exclusive of obligations for the payment of borrowed money), (iii) pursuant to pledges and deposits
of Cash or Cash Equivalents in the ordinary course of business securing (x) any liability for reimbursement or indemnification obligations
of insurance carriers providing property, casualty, liability or other insurance to Holdings and its subsidiaries or (y) leases or licenses
of property otherwise permitted by this Agreement and (iv) to secure obligations in respect of letters of credit, bank guaranties, surety
bonds, performance bonds or similar instruments posted with respect to the items described in clauses (i) through (iii)
above;


 


(e)            
Liens consisting of easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and other
minor defects or irregularities affecting any Real Estate Assets, in each case which do not, in the aggregate, materially interfere with
the ordinary conduct of the business of the Borrower and/or its Restricted Subsidiaries, taken as a whole, or the use of the affected
property for its intended purpose;


 


(f)            
Liens consisting of any (i) interest or title of a lessor or sub-lessor under any lease of real estate not prohibited hereunder,
(ii) landlord lien permitted by the terms of any lease, (iii) restriction or encumbrance to which the interest or title of such lessor
or sub-lessor may be subject or (iv) subordination of the interest of the lessee or sub-lessee under such lease to any restriction or
encumbrance referred to in the preceding clause (iii);


 


(g)           
Liens (i) solely on any Cash earnest money deposits made by the Borrower and/or any of its Restricted Subsidiaries in connection
with any letter of intent or purchase agreement with respect to any Investment permitted hereunder or (ii) consisting of an agreement
to Dispose or any property in a Disposition permitted under Section 6.07;


 


(h)           
purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases or consignment
or bailee arrangements entered into in the ordinary course of business;


 






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


 


(j)             
Liens in connection with any zoning, building or similar law or right reserved to or vested in any Governmental Authority to control
or regulate the use of any or dimensions of real property or the structure thereon, including Liens in connection with any condemnation
or eminent domain proceeding or compulsory purchase order;


 


(k)           
Liens securing Refinancing Indebtedness permitted pursuant to Section 6.01(p), subject, to the extent required thereby,
to an Acceptable Intercreditor Agreement; provided that no such Lien extends to any asset not covered by the Lien securing the
Indebtedness that is being refinanced unless (except in the case of Sections 6.01(a), (x) and (z), which shall be
limited to the Collateral and in the case of Section 6.01(x), the ABL Canadian Collateral and other current assets of Canadian
Restricted Subsidiaries), such Lien is a Permitted Lien, except as otherwise provided in Section 6.01(p);


 


(l)             
(i) Liens existing, or pursuant to commitments existing, on the Closing Date; provided, that any such Lien securing
obligations on the Closing Date in excess of $5.0 million shall be described on Schedule 6.02; and (ii) Liens securing ordinary
course capital leases, purchase money indebtedness, equipment financings, performance bonds, bank guarantees, letters of credit, guarantees
and surety bonds existing as of the Closing Date; provided, further, that no such Lien extends to any additional property
other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness
permitted under Section 6.01, (B) proceeds and products thereof, accessions, replacements or additions thereto and improvements
thereon (it being understood that individual financings of the type permitted under Section 6.01(m) provided by any lender
may be cross-collateralized to other financings of such type provided by such lender or its affiliates), and (C) Permitted Liens;


 


(m)         
Liens arising out of Sale and Lease-Back Transactions permitted under Section 6.07 and securing Indebtedness permitted
pursuant to Section 6.01(y);


 


(n)           
Liens securing Indebtedness permitted pursuant to Section 6.01(m); provided that any such Lien shall encumber only
the asset acquired with the proceeds of such Indebtedness and proceeds and products thereof, accessions, replacements or additions thereto
and improvements thereon (it being understood that individual financings of the type permitted under Section 6.01(m) provided
by any lender may be cross-collateralized to other financings of such type provided by such lender or its affiliates);


 


(o)           
(i) Liens securing Indebtedness permitted pursuant to Section 6.01(n) on the relevant acquired assets or on the Capital
Stock and assets of the relevant newly acquired Restricted Subsidiary; provided that no such Lien (x) extends to or covers any
other assets (other than the proceeds or products thereof, accessions, replacements or additions thereto and improvements thereon) or
(y) was created in contemplation of the applicable acquisition of assets or Capital Stock, and (ii) Liens securing Indebtedness incurred
pursuant to clause (ii)(A) or (ii)(B) of the proviso in Section 6.01(q) subject, to the extent required thereby,
to an Acceptable Intercreditor Agreement;


 






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(p)            (i)
Liens that are contractual rights of set-off or netting relating to (A) the establishment of depositary relations with banks not
granted in connection with the issuance of Indebtedness, (B) pooled deposit or sweep accounts of the Borrower and/or any Restricted
Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower
and/or any Restricted Subsidiary, (C) purchase orders and other agreements entered into with customers of the Borrower and/or any
Restricted Subsidiary in the ordinary course of business and (D) commodity trading or other brokerage accounts incurred in the
ordinary course of business, (ii) Liens encumbering reasonable customary initial deposits and margin deposits, (iii) bankers Liens
and rights and remedies as to Deposit Accounts, (iv) Liens of a collection bank arising under Section 4-208 of the UCC on items in
the ordinary course of business, (v) Liens in favor of banking or other financial institutions arising as a matter of law or under
customary general terms and conditions encumbering deposits or other funds maintained with a financial institution and that are
within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general
terms and conditions, (vi) Liens on the proceeds of any Indebtedness incurred in connection with any transaction permitted
hereunder, which proceeds have been deposited into an escrow account on customary terms to secure such Indebtedness pending the
application of such proceeds to finance such transaction and (vii) Liens of the type described in the foregoing clauses (i), (ii), (iii), (iv)
and (v) securing obligations under Sections 6.01(f) and/or 6.01(s);


 


(q)           
Liens on assets and Capital Stock of Restricted Subsidiaries that are not Loan Parties (including Capital Stock owned by such Persons
but excluding any Capital Stock that is required to be pledged as Collateral) securing Indebtedness of Restricted Subsidiaries that are
not Loan Parties permitted pursuant to Section 6.01;


 


(r)            
Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement
or similar agreements entered into in the ordinary course of business of the Borrower and/or its Restricted Subsidiaries;


 


(s)            
Liens disclosed in any Mortgage Policy delivered pursuant to Section 5.12 with respect to any Material Real Estate
Asset and any replacement, extension or renewal of any such Lien; provided that (i) no such replacement, extension or renewal Lien
shall cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal (and additions
thereto, improvements thereof and the proceeds thereof), other than Permitted Liens and (ii) such Liens would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect;


 


(t)             
Liens securing (i) Indebtedness (and related obligations) incurred pursuant to Section 6.01(x); provided that such
Liens are subject to the ABL Intercreditor Agreement if secured on a Split Collateral Basis or an Acceptable Intercreditor Agreement of
the type described in clause (a) of the definition thereof if secured on a senior pari passu basis with the First Priority
Secured Obligations, and (ii) Indebtedness (and related obligations) incurred pursuant to Section 6.01(z), subject, if applicable,
to an Acceptable Intercreditor Agreement;


 


(u)           
Liens on assets securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed
(i) the sum of (A) the greater of $127.5 million and 50.0% of Consolidated Adjusted EBITDA and (B) to the extent any amounts are reallocated
from Section 6.04(a)(xi) to Section 6.01(u), an amount equal to such reallocated amount, minus (ii) to the extent
any amounts are reallocated from Section 6.01(u) to clause (d) of the Fixed Incremental Amount or Section 6.01(x),
an amount equal to such reallocated amount, subject, to the extent applicable, to an Acceptable Intercreditor Agreement.


 


(v)           
Liens on assets securing judgments, awards, attachments and/or decrees and notices of lis pendens and associated rights
relating to litigation being contested in good faith not constituting an Event of Default under Section 7.01(h);


 






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(w)          
 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 and its Restricted Subsidiaries (other than any Immaterial Subsidiary) or (ii)
secure any Indebtedness;


 


(x)           
Liens on Securities that are the subject of repurchase agreements constituting Investments permitted under Section 6.06
arising out of such repurchase transaction;


 


(y)           
Liens securing obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments
permitted under Sections 6.01(d), (e), (g), (aa), (cc), (hh) and (ii);


 


(z)            
Liens arising (i) out of conditional sale, title retention, consignment or similar arrangements for the sale of any assets or property
in the ordinary course of business and permitted by this Agreement or (ii) by operation of law under Article 2 of the UCC (or similar
law of any jurisdiction);


 


(aa)        
 Liens (i) in favor of any Loan Party and/or (ii) granted by any non-Loan Party in favor of any Restricted Subsidiary that is not
a Loan Party, in the case of each of clauses (i) and (ii), securing intercompany Indebtedness permitted under Section 6.01;


 


(bb)           
Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(cc)        
 Liens on specific items of inventory or other goods and the proceeds thereof securing the relevant Person’s obligations
in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate
the purchase, shipment or storage of such inventory or goods;


 


(dd)        
Liens securing (i) obligations under Hedge Agreements in connection with any Derivative Transaction of the type described in Section
6.01(s) and/or (ii) obligations of the type described in Section 6.01(f);


 


(ee)        
(i) Liens on Capital Stock of joint ventures or Unrestricted Subsidiaries securing capital contributions to, or obligations of,
such Persons and (ii) customary rights of first refusal and tag, drag and similar rights in joint venture agreements and agreements with
respect to non-Wholly-Owned Subsidiaries;


 


(ff)          
Liens on cash or Cash Equivalents arising in connection with the defeasance, discharge or redemption of Indebtedness;


 


(gg)        
Liens evidenced by the filing of PPSA or UCC financing statements relating to any factoring or similar arrangements entered into
in the ordinary course of business;


 


(hh)        
Liens securing Indebtedness incurred in reliance on Section 6.01(w), so long as the condition described in clause (i)
or clause (ii), as applicable, of Section 6.01(w) has been satisfied and subject, to the extent required thereby, to an
Acceptable Intercreditor Agreement; and


 


(ii)           
Liens securing commercial and trade letters of credit permitted under Section 6.01(e)(iii).


 






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Section 6.03.                     
No Further Negative Pledges. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into any
agreement prohibiting the creation or assumption of any Lien upon any Collateral, whether now owned or hereafter acquired, for the benefit
of the Secured Parties with respect to the Obligations, except with respect to:


 


(a)            
specific property to be sold pursuant to any Disposition permitted by Section 6.07;


 


(b)           
restrictions contained in any agreement with respect to Indebtedness permitted by Section 6.01 that is secured by a Permitted
Lien, but only if such restrictions apply only to the Person or Persons obligated under such Indebtedness and its or their Restricted
Subsidiaries or the property or assets securing such Indebtedness;


 


(c)            
restrictions contained in any ABL Facility and the documentation governing Indebtedness permitted by clauses (j), (m),
(p), (q), (u), (w), (x), (y) and/or (z) of Section 6.01, in each case, to the
extent such restriction does not restrict the Secured Obligations from being secured by assets that constitute Collateral;


 


(d)           
restrictions by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of
any Lien) contained in leases, subleases, licenses, sublicenses and other agreements entered into in the ordinary course of business (provided
that such restrictions are limited to the relevant leases, subleases, licenses, sublicenses or other agreements and/or the property or
assets secured by such Liens or the property or assets subject to such leases, subleases, licenses, sublicenses or other agreements, as
the case may be);


 


(e)            
Permitted Liens and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted
Subsidiaries to Dispose of, or encumber the assets subject to such Liens;


 


(f)            
provisions limiting the Disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements,
stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements
(or the Persons the Capital Stock of which is the subject of such agreement);


 


(g)           
any encumbrance or restriction assumed in connection with an acquisition of the property or Capital Stock of any Person, so long
as such encumbrance or restriction relates solely to the property so acquired (or to the Person or Persons (and its or their subsidiaries)
bound thereby) and was not created in connection with or in anticipation of such acquisition;


 


(h)           
restrictions imposed by customary provisions in partnership agreements, limited liability company organizational governance documents,
joint venture agreements and other similar agreements that restrict the transfer of the assets of, or ownership interests in, the relevant
partnership, limited liability company, joint venture or any similar Person;


 


(i)             
restrictions on Cash or other deposits imposed by Persons under contracts entered into in the ordinary course of business or for
whose benefit such Cash or other deposits exist;


 


(j)             
restrictions set forth in documents which exist on the Closing Date;


 






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(k)           
 restrictions set forth in any Loan Document, any Hedge Agreement and/or any agreement relating to any Banking Services Obligation;


 


(l)             
restrictions contained in documents governing Indebtedness permitted hereunder of any Restricted Subsidiary that is not a Loan
Party;


 


(m)         
restrictions on any asset (or all of the assets) of and/or the Capital Stock of the Borrower and/or any Restricted Subsidiary which
is imposed pursuant to an agreement entered into in connection with any Disposition of such asset (or assets) and/or all or a portion
of the Capital Stock of the relevant Person that is permitted or not restricted by this Agreement;


 


(n)           
restrictions set forth in any agreement relating to any Permitted Lien that limits the right of the Borrower or any Restricted
Subsidiary to Dispose of or encumber the assets subject thereto; and


 


(o)           
restrictions or encumbrances imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement
or refinancing of the contracts, instruments or obligations referred to in clauses (a) through (n) above; provided
that no such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good
faith judgment of the Borrower, more restrictive with respect to such encumbrances and other restrictions, taken as a whole, than those
in effect prior to the relevant amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.


 


Section 6.04.                     
Restricted Payments; Certain Payments of Indebtedness.


 


(a)            
The Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that:


 


(i)       
the Borrower may make Restricted Payments to the extent necessary to permit any Parent Company:


 


(A)             
to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses, expenses to prepare
any Tax returns or defend any Tax claims, and customary salary, bonus and other benefits payable to directors, officers, employees, members
of management, managers and/or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required
to enable such Parent Company to maintain its organizational existence or qualification to do business, in each case, which are reasonable
and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by
directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable
to the ownership or operations of any Parent Company and its subsidiaries (but excluding the portion of such amount that is attributable
to the ownership or operations of any subsidiary of any Parent Company other than the Borrower and its subsidiaries);


 


(B)             
to pay scheduled and overdue interest and payments as part of an AHYDO catch-up payment, in each case, in respect of any Indebtedness
of any Parent Company to the extent the Net Proceeds thereof were contributed to the Borrower;


 






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(C)             
 to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to any Parent Company
(but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any
subsidiary of any Parent Company other than the Borrower and/or its subsidiaries), the Borrower and its subsidiaries;


 


(D)             
for the payment of insurance premiums to the extent attributable to any Parent Company (but excluding, for the avoidance of doubt,
the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than
the Borrower and/or its subsidiaries), the Borrower and its subsidiaries;


 


(E)              
pay (x) fees and expenses related to debt or equity offerings by any Parent Company, investments or acquisitions permitted or not
restricted by this Agreement (whether or not consummated) and (y) Public Company Costs;


 


(F)              
to finance any Investment permitted under Section 6.06 (provided that (x) any Restricted Payment under this clause
(a)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall,
promptly following the closing thereof, cause (I) all property acquired to be contributed to the Borrower or one or more of its Restricted
Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into the Borrower or one or more of its
Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.06
as if undertaken as a direct Investment by the Borrower or the relevant Restricted Subsidiary); and


 


(G)             
to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management,
managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary,
bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its subsidiaries, in each
case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose;


 


(ii)     
the Borrower may pay (or make Restricted Payments to allow any Parent Company to pay) for the repurchase, redemption, retirement
or other acquisition or retirement for value of Capital Stock of any Parent Company or any subsidiary held by any future, present or former
employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any
Parent Company, the Borrower or any subsidiary:


 


(A)             
in accordance with the terms of promissory notes issued pursuant to Section 6.01(o), so long as the aggregate amount
of all Cash payments made in respect of such promissory notes, together with the aggregate amount of Restricted Payments made pursuant
to sub-clause (D) of this clause (ii) below, does not exceed in any Fiscal Year the greater of $30.0 million and 12.0% of
Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal Years;


 






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(B)             
 with the proceeds of any sale or issuance of the Capital Stock of the Borrower or any Parent Company (to the extent such proceeds
are contributed in respect of Qualified Capital Stock to the Borrower or any Restricted Subsidiary);


 


(C)             
with the net proceeds of any key-man life insurance policies; or


 


(D)             
with Cash and Cash Equivalents in an amount not to exceed in any Fiscal Year, together with the aggregate amount of all cash payments
made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o),
the greater of $30.0 million and 12.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward
to subsequent Fiscal Years;


 


(iii)   
the Borrower may make Restricted Payments in an amount not to exceed the portion, if any, of the Available Amount on such date
that the Borrower elects to apply to this clause (iii) so long as, solely with respect to the utilization of amounts set forth
in clause (a)(i) of the definition of Available Amount, no Event of Default under Section 7.01(a) or under Sections 7.01(f)
or (g) (with respect to the Borrower) exists or would result therefrom;


 


(iv)    
the Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make Cash payments in lieu
of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable
for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or
similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants
of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases
of Capital Stock in consideration of the payments described in sub-clause (A) above, including demand repurchases in connection
with the exercise of stock options;


 


(v)      
the Borrower may repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the
exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents
all or a portion of the exercise price of, or Tax withholdings with respect to, such warrants, options or other securities convertible
into or exchangeable for Capital Stock as part of a “cashless” exercise;


 


(vi)    
for any taxable period (or portion thereof) that a Parent Company is treated as a corporation for U.S. federal income tax purposes
and for which Borrower and/or any of its subsidiaries are members (or are pass-through entities of such members) of a consolidated, combined,
unitary or similar income Tax group for U.S. federal, state, local or foreign income Tax purposes for which such Parent Company is the
common parent, the Borrower may make Restricted Payments to such Parent Company to pay the portion of any U.S. federal, state, local or
foreign income Taxes (as applicable) of such Parent Company for such taxable period that are attributable to the income of the Borrower
and/or its applicable subsidiaries; provided that the aggregate amount of such distributions shall not exceed the aggregate Taxes
the Borrower and/or its subsidiaries, as applicable, would be required to pay in respect of such U.S. federal, state, local and foreign
Taxes on a stand-alone basis for such taxable period; provided further that the amount of such distributions with respect to any
Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid by such Unrestricted Subsidiary for such purpose;


 


(vii)   the
Borrower may make Restricted Payments (A) to consummate to the extent constituting Restricted Payments, the Transactions, including
to pay working capital and purchase price adjustments and other payment obligations under the Merger Agreement and (B) to pay
Transaction Costs;


 






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(viii) so long as
no Event of Default exists at the time of declaration of such Restricted Payment, the Borrower may (or may make Restricted Payments to
any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock not to exceed an aggregate amount per annum
equal to the greater of (A) $30,000,000 and (B) an amount equal to 7% of Market Capitalization minus the Landcadia Stock
Redemption Amount;


 


(ix)    
the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury
Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of
each of sub-clauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other
than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent
any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock
(“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of
the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock;


 


(x)      
to the extent constituting a Restricted Payment, the Borrower may consummate any transaction permitted by Section 6.06 (other
than Sections 6.06(j) and (t)), Section 6.07 (other than Section 6.07(g)) and Section 6.09
(other than Section 6.09(d));


 


(xi)    
the Borrower may make Restricted Payments in an aggregate amount not to exceed the greater of $90.0 million and 35.0% of Consolidated
Adjusted EBITDA minus the sum of (A) any amounts under this Section 6.04(a)(xi) reallocated to make Restricted Debt Payments
pursuant to Section 6.04(b)(iv), (B) any amounts under this Section 6.04(a)(xi) reallocated to make Investments pursuant
to Section 6.06(q), and (C) any amounts under this Section 6.04(a)(xi) reallocated to incur Indebtedness pursuant to
Section 6.01(u) (which may be further reallocated as provided therein);


 


(xii)  
the Borrower may pay any dividend or consummate any redemption within sixty (60) days after the date of the declaration thereof
or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend
or redemption notice would have complied with the provisions hereof;


 


(xiii) the Borrower
may make Restricted Payments so long as (A) no Event of Default exists or would result therefrom and (B) the Total Leverage Ratio, calculated
on a Pro Forma Basis at the time of declaration thereof, would not exceed 3.50:1.00;


 


(xiv) the Borrower
may make Restricted Payments to enable any Parent Company to make Restricted Payments solely in the Qualified Capital Stock of such Parent
Company;


 


(xv)  
the Borrower may make Restricted Payments (A) to pay amounts permitted under Section 6.09(f), (g), (h), (i),
(k) and (m) and (B) in an amount not to exceed $500,000 per calendar year; and


 


(xvi) the
Borrower may make Restricted Payments in the form of Capital Stock of, or Indebtedness owed to Holdings, the Borrower or a
Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash and
Cash Equivalents (except to the extent constituting proceeds from the Disposition of all or substantially all of the assets of such
Unrestricted Subsidiary) and/or intellectual property material (as determined by the Borrower in good faith) to the business of the
Borrower and its Restricted Subsidiaries, taken as a whole).


 






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(b)           
The Borrower shall not, nor shall it permit any Restricted Subsidiary to, make any payment (whether in Cash, securities or other
property) on or in respect of principal of (x) any Junior Lien Indebtedness or (y) any Subordinated Indebtedness, in each cases of clauses
(x) and (y), with an individual outstanding principal amount in excess of the Threshold Amount (such Indebtedness under clauses (x)
and (y), in each case, with an individual outstanding principal amount in excess of the Threshold Amount, the “Restricted
Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any Restricted Debt prior to its scheduled maturity (collectively, “Restricted Debt Payments”), except:


 


(i)       
any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt made by exchange
for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01 (except to the extent subject to clause (iv)(C)
of the proviso to Section 6.01(p));


 


(ii)     
payments as part of an AHYDO catch-up payment;


 


(iii)   
payments of regularly scheduled interest as and when due in respect of any Restricted Debt, except for any payments with respect
to any such Subordinated Indebtedness that are prohibited by the subordination provisions thereof;


 


(iv)    
so long as, at the time of delivery of irrevocable notice with respect thereto, no Event of Default exists or would result therefrom,
Restricted Debt Payments in an aggregate amount not to exceed (A) the sum of (1) the greater of $100.0 million and 40.0% of Consolidated
Adjusted EBITDA and (2) any amounts reallocated to this Section 6.04(b)(iv) from Section 6.04(a)(xi) and Section 6.06(q),
minus (B) any amounts reallocated from this Section 6.04(b)(iv) to make Investments pursuant to Section 6.06(q);


 


(v)      
(A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of the Borrower and/or
any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of the Borrower or any Restricted Subsidiary,
(B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of
the Borrower and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with
respect to any Restricted Debt that is permitted under Section 6.01;


 


(vi)    
Restricted Debt Payments in an amount not to exceed the portion, if any, of the Available Amount on such date that the Borrower
elects to apply to this clause (vi);


 


(vii)  
Restricted Debt Payments; provided that the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 3.50:1.00;
and


 


(viii) mandatory
prepayments of Restricted Debt (and related payments of interest) made with Declined Proceeds (it being understood that any Declined Proceeds
applied to make Restricted Debt Payments in reliance on this Section 6.04(b)(viii) shall not increase the amount available
under clause (a)(viii) of the definition of “Available Amount” to the extent so applied).


 






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Section 6.05.                     
Restrictions on Subsidiary Distributions. Except as provided herein or in any other Loan Document, any document with respect to
any “Incremental Equivalent Debt” (as defined herein) and/or in agreements with respect to refinancings, renewals or replacements
of such Indebtedness that are permitted by Section 6.01, the Borrower shall not, nor shall it permit any of its Restricted Subsidiaries
to, enter into or cause to exist any agreement restricting the ability of (i) any subsidiary of the Borrower to pay dividends or other
distributions to the Borrower or any Subsidiary Guarantor or (ii) any Restricted Subsidiary to make cash loans or advances to the Borrower
or any Subsidiary Guarantor, except:


 


(a)            
in any agreement evidencing (i) Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01,
(ii) Indebtedness permitted by Section 6.01 that is secured by a Permitted Lien if the relevant restriction applies only to
the Person obligated under such Indebtedness and its Restricted Subsidiaries or the property or assets intended to secure such Indebtedness
and (iii) Indebtedness permitted pursuant to clauses (j), (m), (p), (q), (u), (w), (x)
and/or (z) of Section 6.01;


 


(b)           
by reason of customary provisions restricting assignments, subletting or other transfers (including the granting of any Lien) contained
in leases, subleases, licenses, sublicenses, joint venture agreements and similar agreements entered into in the ordinary course of business;


 


(c)            
that are or were created by virtue of any Lien granted upon, transfer of, agreement to transfer or grant of, any option or right
with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement;


 


(d)           
assumed in connection with any acquisition of property or the Capital Stock of any Person, so long as the relevant encumbrance
or restriction relates solely to the Person and its subsidiaries (including the Capital Stock of the relevant Person or Persons) and/or
property so acquired (or to the Person or Persons (and its or their subsidiaries) bound thereby) and was not created in connection with
or in anticipation of such acquisition;


 


(e)            
in any agreement for any Disposition of any Restricted Subsidiary (or all or substantially all of the property and/or assets thereof)
that restricts the payment of dividends or other distributions or the making of cash loans or advances by such Restricted Subsidiary pending
such Disposition;


 


(f)            
in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect
to any class of Capital Stock of a Person other than on a pro rata basis;


 


(g)           
imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint
venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements;


 


(h)           
on Cash, other deposits or net worth or similar restrictions imposed by any Person under any contract entered into in the ordinary
course of business or for whose benefit such Cash, other deposits or net worth or similar restrictions exist;


 


(i)             
set forth in documents which exist on the Closing Date and not created in contemplation thereof;


 






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(j)             
 those arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing
Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained
in this Agreement, taken as a whole (as determined in good faith by the Borrower);


 


(k)           
those arising under or as a result of applicable law, rule, regulation or order or the terms of any license, authorization, concession
or permit;


 


(l)             
those arising in any Loan Document and/or any Loan Document (as defined in the ABL Credit Agreement), any Hedge Agreement and/or
any agreement relating to any Banking Services Obligation;


 


(m)         
any Indebtedness permitted under Section 6.01; provided that no such restrictions are, in the good faith judgment
of the Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in any Indebtedness existing on the
Closing Date (including under this Agreement and the ABL Credit Agreement); and/or


 


(n)           
those imposed by any amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing
of any contract, instrument or obligation referred to in clauses (a) through (m) above; provided that no such amendment,
modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the
Borrower, more restrictive with respect to such restrictions, taken as a whole, than those in existence prior to such amendment, modification,
restatement, renewal, increase, supplement, refunding, replacement or refinancing.


 


Section 6.06.                     
Investments. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, make or own any Investment
in any other Person except:


 


(a)            
Cash or Investments that were Cash Equivalents at the time made;


 


(b)           
(i) Investments existing on the Closing Date in any subsidiary and (ii) Investments among the Borrower and/or one or more
Restricted Subsidiaries in any Loan Party (other than Holdings) or any other Restricted Subsidiary of the Borrower;


 


(c)            
Investments (i) constituting deposits, prepayments and/or other credits to suppliers, (ii) made in connection with obtaining, maintaining
or renewing client and customer contracts and/or (iii) in the form of advances made to distributors, suppliers, licensors and licensees,
in each case, in the ordinary course of business or, in the case of clause (iii), to the extent necessary to maintain the ordinary
course of supplies to the Borrower or any Restricted Subsidiary;


 


(d)           
Investments in Unrestricted Subsidiaries or in joint ventures (including in connection with the creation, formation and/or acquisition
of any joint venture, or in any Restricted Subsidiary to enable such Restricted Subsidiary to make an Investment in joint ventures, including
to create, form and/or acquire any joint venture) in an aggregate outstanding amount not to exceed the greater of $80.0 million and 30.0%
of Consolidated Adjusted EBITDA;


 


(e)            
Permitted Acquisitions;


 


(f)             Investments
(i) existing on, or contractually committed to or contemplated as of, the Closing Date, which, to the extent individually greater
than $5,000,000, are described on Schedule 6.06 and (ii) any modification, replacement, renewal or extension of any
Investment described in clause (i) above so long as no such modification, renewal or extension thereof increases the amount
of such Investment except by the terms thereof or as otherwise permitted by this Section 6.06);


 






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(g)           
Investments received in lieu of Cash in connection with any Disposition permitted by Section 6.07 or any other disposition
of assets not constituting a Disposition;


 


(h)           
loans or advances to present or former employees, directors, members of management, officers, managers or consultants or independent
contractors (or their respective Immediate Family Members) of any Parent Company, the Borrower and its subsidiaries and/or any joint venture
to the extent permitted by Requirements of Law, in connection with such Person’s purchase of Capital Stock of any Parent Company,
either (i) in an aggregate principal amount not to exceed the greater of $15.0 million and 5.0% of Consolidated Adjusted EBITDA at any
one time outstanding or (ii) so long as the proceeds of such loan or advance are substantially contemporaneously contributed to the Borrower
for the purchase of such Capital Stock;


 


(i)             
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;


 


(j)             
Investments consisting of Indebtedness permitted under Section 6.01 (other than Indebtedness permitted under Sections 6.01(b)
and (h)), Permitted Liens, Restricted Payments permitted under Section 6.04 (other than Section 6.04(a)(x)),
Restricted Debt Payments permitted by Section 6.04 and mergers, consolidations, amalgamations, liquidations, windings up,
dissolutions or Dispositions permitted by Section 6.07 (other than Section 6.07(a) (if made in reliance on sub-clause
(ii)(y) of the proviso thereto), Section 6.07(c)(ii) (if made in reliance on clause (B) therein) and Section 6.07(g))
and affiliate transactions permitted by Section 6.09 (other than Section 6.09(d));


 


(k)           
Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade arrangements
with customers;


 


(l)             
Investments (including debt obligations and Capital Stock) received (i) in connection with the bankruptcy or reorganization
of any Person, (ii) in settlement of delinquent obligations of, or other disputes with, customers, suppliers and other account debtors
arising in the ordinary course of business, (iii) upon foreclosure with respect to any secured Investment or other transfer of title
with respect to any secured Investment and/or (iv) as a result of the settlement, compromise, resolution of litigation, arbitration or
other disputes;


 


(m)         
loans and advances of payroll payments or other compensation to present or former employees, directors, members of management,
officers, managers or consultants of any Parent Company (to the extent such payments or other compensation relate to services provided
to such Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, attributable to the ownership
or operations of any subsidiary of any Parent Company other than the Borrower and/or its subsidiaries)), the Borrower and/or any subsidiary
in the ordinary course of business;


 


(n)            Investments
to the extent that payment therefor is made solely with Capital Stock of any Parent Company or Capital Stock (other than
Disqualified Capital Stock) of the Borrower or any Restricted Subsidiary, in each case, to the extent not resulting in a Change of
Control;


 






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(o)           
(i) Investments of any Restricted Subsidiary acquired after the Closing Date, or of any Person acquired by, or merged into or consolidated
or amalgamated with, the Borrower or any Restricted Subsidiary after the Closing Date, in each case as part of an Investment otherwise
permitted by this Section 6.06 to the extent that such Investments were not made in contemplation of or in connection with such
acquisition, merger, amalgamation or consolidation and were in existence on the date of the relevant acquisition, merger, amalgamation
or consolidation and (ii) any modification, replacement, renewal or extension of any Investment permitted under clause (i) of this
Section 6.06(o) so long as no such modification, replacement, renewal or extension thereof increases the amount of such Investment
except as otherwise permitted by this Section 6.06;


 


(p)           
Investments made in connection with the Transactions;


 


(q)           
Investments made after the Closing Date by the Borrower and/or any of its Restricted Subsidiaries in an aggregate amount not to
exceed at any time outstanding an amount equal to (i) the sum of (A) the greater of $127.5 million and 50.0% of Consolidated Adjusted
EBITDA, (B) any amounts reallocated to this Section 6.06(q) from Section 6.04(a)(xi) and Section 6.04(b)(iv), and
(C) with respect to any Person that becomes a Restricted Subsidiary of the Borrower if the Borrower or any of its Restricted Subsidiaries
made an Investment in such Person after the Closing Date prior to such Person becoming a Restricted Subsidiary, the Fair Market Value
of such Investments as of the date on which such Person becomes a Restricted Subsidiary, minus (ii) any amounts reallocated from
this Section 6.06(q) to make Restricted Debt Payments pursuant to Section 6.04(b)(iv);


 


(r)            
Investments made after the Closing Date by the Borrower and/or any of its Restricted Subsidiaries in an amount not to exceed the
portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (r);


 


(s)            
(i) Guarantees of leases (other than Capital Leases) or of other obligations not constituting Indebtedness and (ii) Guarantees
of the lease obligations of suppliers, customers, franchisees and licensees of the Borrower and/or its Restricted Subsidiaries, in each
case, in the ordinary course of business;


 


(t)             
Investments in any Parent Company in amounts and for purposes for which Restricted Payments to such Parent Company are permitted
under Section 6.04(a); provided that any Investment made as provided above in lieu of any such Restricted Payment shall
reduce availability under the applicable Restricted Payment basket under Section 6.04(a);


 


(u)           
[reserved];


 


(v)           
Investments in subsidiaries and joint ventures in connection with reorganizations and related activities related to tax planning;
provided that, after giving effect to any such reorganization and/or related activity, the security interest of the Administrative
Agent in the Collateral, taken as a whole, is not materially impaired;


 


(w)          
Investments under any Derivative Transaction of the type permitted under Section 6.01(s);


 









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(x)           
 [reserved];


 


(y)           
Investments made in joint ventures as required by, or made pursuant to, buy/sell arrangements between the joint venture parties
set forth in joint venture agreements and similar binding arrangements in effect on the Closing Date (other than any modification, replacement,
renewal or extension of such Investments so long as no such modification, renewal or extension thereof increased the amount of any such
Investment except by the terms thereof or as otherwise permitted by this Section 6.06);


 


(z)            
unfunded pension fund and other employee benefit plan obligations and liabilities (whether or not such amounts are then being amortized
and paid) to the extent that they are permitted to remain unfunded under applicable law;


 


(aa)        
Investments in the Borrower, any subsidiary and/or any joint venture in connection with intercompany cash management arrangements
and related activities in the ordinary course of business;


 


(bb)        
Investments so long as, after giving effect thereto on a Pro Forma Basis, the Total Leverage Ratio does not exceed 3.75:1.00;


 


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


 


(dd)        
Investments in similar businesses in an aggregate outstanding principal amount not to exceed the greater of $127.5 million and
50.0% of Consolidated Adjusted EBITDA.


 


Section 6.07.                     
Fundamental Changes; Disposition of Assets. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries
to, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation
or dissolution), or make any Disposition of any assets in a single transaction or in a series of related transactions, except:


 


(a)             any
Restricted Subsidiary may be merged, consolidated or amalgamated with or into the Borrower or any other Restricted Subsidiary; provided
that (i) in the case of any such merger, consolidation or amalgamation with or into the Borrower, (A) the Borrower shall be the
continuing or surviving Person or (B) if the Person formed by or surviving any such merger, consolidation or amalgamation is not the
Borrower (any such Person, the “Successor Borrower”), (w) the Successor Borrower shall be an entity organized or
existing under the law of the U.S., any state thereof or the District of Columbia, (x) the Successor Borrower shall expressly assume
the Obligations of the Borrower in a manner reasonably satisfactory to the Administrative Agent and concurrently with the
consummation of such merger, consolidation or amalgamation, 100% of the Capital Stock of the Successor Borrower shall be pledged to
the Administrative Agent for the benefit of the Secured Parties, (y) such Successor Borrower shall have complied with the Collateral
and Guarantee Requirement and Perfection Requirements (as if such Person were a newly formed Restricted Subsidiary that is not an
Excluded Subsidiary), and (z)(1) except as the Administrative Agent may otherwise agree, each Loan Party, unless it is the other
party to such merger, consolidation or amalgamation, shall have executed and delivered a reaffirmation agreement with respect to its
obligations under the Loan Guaranty and the other Loan Documents, (2) upon its reasonable request, the Administrative Agent shall
have received customary legal opinions, (3) the Administrative Agent shall have received at least three (3) Business Days prior to
such Person becoming the Successor Borrower all documentation and other information in respect of such Successor Borrower required
under applicable “know your customer” and anti-money laundering rules and regulations (including the USA Patriot Act)
and (4) if such Successor Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation,
then such Person shall have delivered to the Administrative Agent a Beneficial Ownership Certification in relation to such Person;
it being understood and agreed that if the foregoing conditions under clauses (w) through (z) are satisfied, the
Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement and the other Loan Documents, and
(ii) in the case of any such merger, consolidation or amalgamation with or into any Subsidiary Guarantor, either (x) such
Subsidiary Guarantor shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the
guarantee obligations of the Subsidiary Guarantor in a manner reasonably satisfactory to the Administrative Agent or (y) the
relevant transaction shall be treated as an Investment and shall comply with Section 6.06;


 






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(b)           
Dispositions (including of Capital Stock) among the Borrower and/or any Restricted Subsidiary (upon voluntary liquidation or otherwise);
provided that any such Disposition by any Loan Party to any Person that is not a Loan Party shall be (i) for Fair Market Value
with at least 75% of the consideration for such Disposition consisting of Cash or Cash Equivalents at the time of such Disposition or
(ii) treated as an Investment and otherwise made in compliance with Section 6.06 (other than in reliance on clause (j) thereof);


 


(c)            
(i) the liquidation or dissolution of any Restricted Subsidiary if the Borrower determines in good faith that such liquidation
or dissolution is in the best interests of the Borrower, is not materially disadvantageous to the Lenders and the Borrower or any Restricted
Subsidiary receives any assets of the relevant dissolved or liquidated Restricted Subsidiary; provided that in the case of any
liquidation or dissolution of any Loan Party that results in a distribution of assets to any Restricted Subsidiary that is not a Loan
Party, such distribution shall be treated as an Investment and shall comply with Section 6.06 (other than in reliance on clause
(j) thereof); (ii) any merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect (A) any
Disposition otherwise permitted under this Section 6.07 (other than clause (a), clause (b) or this clause (c))
or (B) any Investment permitted under Section 6.06; and (iii) the Borrower or any Restricted Subsidiary may be converted into another
form of entity, in each case, so long as such conversion does not adversely affect the value of the Loan Guaranty or Collateral, if any;


 


(d)           
(x) Dispositions of inventory or equipment in the ordinary course of business (including on an intercompany basis) and (y) the
leasing or subleasing of real property in the ordinary course of business;


 


(e)            
Dispositions of surplus, obsolete, used or worn out property or other property that, in the reasonable judgment of the Borrower,
is (A) no longer useful in its business (or in the business of any Restricted Subsidiary of the Borrower) or (B) otherwise economically
impracticable to maintain;


 


(f)            
Dispositions of Cash Equivalents or other assets that were Cash Equivalents when the relevant original Investment was made;


 


(g)           
Dispositions, mergers, amalgamations, consolidations or conveyances that constitute Investments permitted pursuant to Section 6.06
(other than Section 6.06(j)), Permitted Liens and Restricted Payments permitted by Section 6.04(a) (other than Section 6.04(a)(ix));


 









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(h)           
 Dispositions for Fair Market Value; provided that with respect to any such Disposition with a purchase price in excess
of the greater of $100.0 million and 40.0% of Consolidated Adjusted EBITDA, at least 75% of the consideration for such Disposition shall
consist of Cash or Cash Equivalents; provided, that for purposes of the 75% Cash consideration requirement, (w) the amount of any
Indebtedness or other liabilities (other than Indebtedness or other liabilities that are subordinated to the Obligations or that are owed
to the Borrower or any Restricted Subsidiary) of the Borrower or any Restricted Subsidiary (as shown on such Person’s most recent
balance sheet or statement of financial position (or in the notes thereto)) that are assumed by the transferee of any such assets and
for which the Borrower and/or its applicable Restricted Subsidiary have been validly released by all relevant creditors in writing, (x)
the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Disposition,
(y) any Securities received by the Borrower or any Restricted Subsidiary from such transferee that are converted by such Person into
Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within one hundred eighty (180) days following the closing
of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate
fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is
at that time outstanding, not in excess of the greater of $100.0 million and 40.0% of Consolidated Adjusted EBITDA, in each case, shall
be deemed to be Cash; provided, further, that (x) on the date on which the agreement governing such Disposition is executed,
no Event of Default shall exist and (y) the Net Proceeds of such Disposition shall be applied and/or reinvested as (and to the extent)
required by Section 2.11(b)(ii);


 


(i)             
to the extent that (i) the relevant property is exchanged for credit against the purchase price of similar replacement property
or (ii) the proceeds of the relevant Disposition are promptly applied to the purchase price of such replacement property;


 


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


 


(k)           
Dispositions of accounts receivable in the ordinary course of business (including any discount and/or forgiveness thereof) and
any factoring or similar arrangement or in connection with the collection or compromise of any of the foregoing;


 


(l)             
Dispositions and/or terminations of leases, subleases, licenses or sublicenses (including the provision of software under any open
source license), which (i) do not materially interfere with the business of the Borrower and its Restricted Subsidiaries or (ii) relate
to closed facilities or the discontinuation of any product line;


 


(m)         
(i) any termination of any lease in the ordinary course of business, (ii) any expiration of any option agreement in respect
of real or personal property and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual
rights or litigation claims (including in tort) in the ordinary course of business;


 


(n)           
Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof
or any similar proceeding);


 


(o)           
Dispositions or consignments of equipment, inventory or other assets (including leasehold interests in real property) with respect
to facilities that are temporarily not in use, held for sale or closed;


 






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(p)           
 [reserved];


 


(q)           
Dispositions of non-core assets acquired in connection with any acquisition permitted hereunder and sales of Real Estate Assets
acquired in any acquisition permitted hereunder; provided that (i) the Net Proceeds received in connection with any such Disposition
shall be applied and/or reinvested as (and to the extent required) by Section 2.11(b)(ii) and (ii) no Event of Default exists
on the date on which the definitive agreement governing the relevant Disposition is executed;


 


(r)            
exchanges or swaps, including transactions covered by Section 1031 of the Code (or any comparable provision of any foreign
jurisdiction), of property or assets so long as any such exchange or swap is made for fair value (as reasonably determined by the Borrower)
for like property or assets; provided that (i) upon the consummation of any such exchange or swap by any Loan Party, to the extent
the property received does not constitute an Excluded Asset, the Administrative Agent has a perfected Lien with the same priority as the
Lien held on the Real Estate Assets so exchanged or swapped and (ii) any Net Proceeds received as “cash boot” in connection
with any such transaction shall be applied and/or reinvested as (and to the extent required) by Section 2.11(b)(ii);


 


(s)            
[reserved];


 


(t)             
(i) licensing and cross-licensing arrangements involving any technology, intellectual property or IP Rights of the Borrower or
any Restricted Subsidiary in the ordinary course of business and (ii) Dispositions, abandonments, cancellations or lapses of IP Rights,
or issuances or registrations, or applications for issuances or registrations, of IP Rights, which, in the reasonable good faith determination
of the Borrower, are not material to the conduct of the business of the Borrower or its Restricted Subsidiaries, or are no longer economical
to maintain in light of its use;


 


(u)           
terminations or unwinds of Derivative Transactions;


 


(v)           
Dispositions of Capital Stock of, or sales of Indebtedness or other Securities of, Unrestricted Subsidiaries (other than to the
extent the primary assets thereof consist of Cash and Cash equivalents (except to the extent constituting proceeds from the Disposition
of all or substantially all of the assets (other than Dispositions constituting solely of Cash or Cash equivalents) of such Unrestricted
Subsidiary));


 


(w)          
Dispositions of Real Estate Assets and related assets in the ordinary course of business in connection with relocation activities
for directors, officers, employees, members of management, managers or consultants of any Parent Company, the Borrower and/or any Restricted
Subsidiary;


 


(x)           
Dispositions made to comply with any order of any agency of the U.S. Federal government, any state, authority or other regulatory
body or any applicable Requirement of Law;


 


(y)           
any merger, amalgamation, consolidation, Disposition or conveyance the sole purpose of which is to reincorporate or reorganize
(i) any Domestic Subsidiary in another jurisdiction in the U.S. and/or (ii) any Foreign Subsidiary in the U.S. or any other jurisdiction;


 









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(z)            
 any sale of motor vehicles and information technology equipment purchased at the end of an operating lease and resold thereafter;


 


(aa)        
Dispositions involving assets having a Fair Market Value in the aggregate in any Fiscal Year of not more than the greater of $80.0
million and 30.0% of Consolidated Adjusted EBITDA, which, if not used in any Fiscal Year, may be carried forward to subsequent Fiscal
Years; and


 


(bb)           
Sale and Lease-Back Transactions of assets having a Fair Market Value in the aggregate of not more than the greater of $127.5 million
and 50.0% of Consolidated Adjusted EBITDA.


 


To the extent that any Collateral is Disposed
of as expressly permitted by this Section 6.07 to any Person other than a Loan Party, such Collateral shall be sold free and clear
of the Liens created by the Loan Documents, which Liens shall be automatically released upon the consummation of such Disposition; it
being understood and agreed that the Administrative Agent shall be authorized to take, and shall take, any actions deemed appropriate
in order to effect the foregoing in accordance with Article VIII.


 


Section 6.08.                     
[Reserved].


 


Section 6.09.                     
Transactions with Affiliates. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, enter into
any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payment in
excess of $20.0 million with any of their respective Affiliates on terms that are less favorable to the Borrower or such Restricted Subsidiary,
as the case may be (as reasonably determined by the Borrower), than those that might be obtained at the time in a comparable arm’s-length
transaction from a Person who is not an Affiliate; provided that the foregoing restriction shall not apply to:


 


(a)            
any transaction between or among Holdings, the Borrower and/or one or more Restricted Subsidiaries (or any entity that becomes
a Restricted Subsidiary as a result of such transaction) to the extent not prohibited by this Agreement;


 


(b)           
any issuance, sale or grant of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or
the funding of employment arrangements, stock options and stock ownership plans approved by the board of directors (or equivalent governing
body) of any Parent Company or of the Borrower or any Restricted Subsidiary;


 


(c)            
(i) any collective bargaining, employment or severance agreement or compensatory (including profit sharing) arrangement entered
into by the Borrower or any of its Restricted Subsidiaries with their respective current or former officers, directors, members of management,
managers, employees, consultants or independent contractors or those of any Parent Company, (ii) any subscription agreement or similar
agreement pertaining to the repurchase of Capital Stock pursuant to put/call rights or similar rights with current or former officers,
directors, members of management, managers, employees, consultants or independent contractors and (iii) transactions pursuant to any employee
compensation, benefit plan, stock option plan or arrangement, any health, disability or similar insurance plan which covers current or
former officers, directors, members of management, managers, employees, consultants or independent contractors or any employment contract
or arrangement;


 


(d)           
transactions permitted by Sections 6.01, 6.02, 6.04, 6.06 and 6.07;


 






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(e)            
 transactions in existence on the Closing Date or pursuant to any agreements or arrangements in effect on the Closing Date and
any amendment, modification or extension thereof to the extent such amendment, modification or extension, taken as a whole, is not (i)
materially adverse to the Lenders or (ii) more disadvantageous to the Lenders than the relevant transaction in existence on the Closing
Date;


 


(f)            
(i) the payment of management, monitoring, consulting, advisory, transaction, termination and similar fees to any Investor pursuant
to any management agreement entered into by the Borrower (and/or any Parent Company) on the Closing Date (without giving effect to any
amendment materially increasing such fees) and (ii) the payment or reimbursement of all indemnification obligations and expenses owed
to any Investor and any of their respective directors, officers, members of management, managers, employees and consultants pursuant to
such management agreement or similar agreement, in each case of clauses (i) and (ii) whether currently due or paid
in respect of accruals from prior periods; provided that, so long as an Event of Default exists under Section 7.01(a)
(solely with respect to principal, interest and fees), (f) or (g) (with respect to the Borrower), the payment of such management,
monitoring, consulting, advisory, transaction, termination and similar fees in clause (i) may be restricted, in which case, such
fees shall continue to accrue and be payable upon the waiver, termination or cure of the relevant Event of Default;


 


(g)           
the Transactions, including the payment of Transaction Costs and payments required under the Merger Agreement;


 


(h)           
customary compensation to Affiliates in connection with financial advisory, financing, underwriting or placement services or in
respect of other investment banking activities and other transaction fees, which payments are approved by the majority of the members
of the board of directors (or similar governing body) or a majority of the disinterested members of the board of directors (or similar
governing body) of the Borrower in good faith;


 


(i)             
transactions and payments required under the definitive agreement for any acquisition or Investment permitted under this Agreement
(to the extent any seller, employee, officer or director of the acquired entities becomes an Affiliate in connection with such transaction);


 


(j)             
transactions among the Loan Parties to the extent permitted under this Article VI;


 


(k)           
the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board
of directors (or similar governing body), officers, employees, members of management, managers, consultants and independent contractors
of the Borrower and/or any of its Restricted Subsidiaries in the ordinary course of business and, in the case of payments to such Person
in such capacity on behalf of any Parent Company, to the extent attributable to the operations of the Borrower or its Restricted Subsidiaries;


 


(l)             
transactions with customers, clients, suppliers, joint ventures, purchasers or sellers of goods or services or providers of employees
or other labor entered into in the ordinary course of business, which are (i) fair to the Borrower and/or its applicable Restricted Subsidiary
in the good faith determination of the board of directors (or similar governing body) of the Borrower or the senior management thereof
or (ii) on terms at least as favorable as might reasonably be obtained from a Person other than an Affiliate;


 






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(m)         
 the payment of reasonable out-of-pocket costs and expenses related to registration rights and customary indemnities provided to
shareholders under any shareholder agreement;


 


(n)           
(i) any purchase by Holdings of the Capital Stock of (or contribution to the equity capital of) the Borrower and (ii) any intercompany
loans made by Holdings to the Borrower or any Restricted Subsidiary; and


 


(o)           
any transaction in respect of which the Borrower delivers to the Administrative Agent a letter addressed to the board of directors
(or equivalent governing body) of the Borrower from an accounting, appraisal or investment banking firm of nationally recognized standing
stating that such transaction is on terms that are no less favorable to the Borrower or the applicable Restricted Subsidiary than might
be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate.


 


Section 6.10.                     
Conduct of Business. From and after the Closing Date, the Borrower shall not, nor shall it permit any of its Restricted
Subsidiaries to, engage in any material line of business other than (a) the businesses engaged in by the Borrower or any Restricted Subsidiary
on the Closing Date and similar, complementary, ancillary or related businesses and (b) such other lines of business to which the Administrative
Agent may consent.


 


Section 6.11.                     
[Reserved].


 


Section 6.12.                     
Amendments of or Waivers with Respect to Restricted Debt. The Borrower shall not, nor shall it permit any of its Restricted
Subsidiaries to, amend or otherwise modify the terms of any Junior Lien Indebtedness constituting Restricted Debt (or the documentation
governing any Junior Lien Indebtedness constituting Restricted Debt) if the effect of such amendment or modification, together with all
other amendments or modifications made, is in the reasonable judgment of the Borrower materially adverse to the interests of the Lenders
(in their capacities as such); provided that, (a) for purposes of clarity, it is understood and agreed that the foregoing limitation
shall not otherwise prohibit any Refinancing Indebtedness or any other replacement, refinancing, amendment, supplement, modification,
extension, renewal, restatement or refunding of any Restricted Debt, in each case, that is permitted under this Agreement in respect thereof,
and (b) at the request of the Borrower, the form of any documentation governing any Junior Lien Indebtedness constituting Restricted Debt
shall be deemed acceptable to the Lenders if posted to the Lenders and not objected to by the Required Lenders within five (5) Business
Days thereafter.


 


Section 6.13.                     
Fiscal Year. The Borrower shall not change its Fiscal Year-end; provided that, the Borrower may, upon written notice
to the Administrative Agent, change the Fiscal Year-end of the Borrower to end on a specific date (e.g., December 31) or adopt
another fiscal calendar, in which case the Borrower and the Administrative Agent will, and are hereby authorized to, make any adjustments
to this Agreement that are necessary to reflect such change in Fiscal Year.


 


Section 6.14.                     
Permitted Activities of Holdings. Holdings shall not:


 


(a)            
incur any Indebtedness for borrowed money other than (i) Indebtedness in connection with the Transactions, (ii) Indebtedness of
the type permitted under Sections 6.01(a), (o) and (z) and any Refinancing Indebtedness in respect thereof (including
any Guarantees thereof) and (iii) Indebtedness that is not guaranteed by the Borrower or any Restricted Subsidiary that are otherwise
permitted hereunder;


 






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(b)           
 create or suffer to exist any Lien on any property or asset now owned or hereafter acquired other than the Liens securing Indebtedness
of the type permitted under Sections 6.01(a), (o), (x) and (z) and any Refinancing Indebtedness in respect
thereof (including any Guarantees thereof), subject, if applicable, to the Intercreditor Agreement (and any other Acceptable Intercreditor
Agreement);


 


(c)            
engage in any business activity or own any material assets other than (i) directly or indirectly holding the Capital Stock
of the Borrower and any subsidiary of the Borrower, (ii) performing its obligations under the Loan Documents and other Indebtedness, Liens
(including the granting of Liens) and Guarantees permitted to be incurred, granted or made, as applicable, by it hereunder; (iii) issuing
its own Capital Stock (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Capital Stock); (iv)
filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes); (v) preparing reports
to Governmental Authorities and to its shareholders; (vi) holding director and shareholder meetings, preparing organizational records
and other organizational activities required to maintain its separate organizational structure or to comply with applicable Requirements
of Law; (vii) effecting the Transactions; (viii) holding (A) Cash, Cash Equivalents and other assets received in connection with
permitted distributions or dividends received from, or permitted Investments or permitted Dispositions made by, any of its subsidiaries
or permitted contributions to the capital of, or proceeds from the issuance of Capital Stock or debt securities of, Holdings or any Parent
Company pending the application thereof and (B) the proceeds of Indebtedness permitted to be incurred by it hereunder; (ix) providing
indemnification for its officers, directors, members of management, employees and advisors or consultants; (x) participating in tax, accounting
and other administrative matters; (xi) making payments of the type permitted under Section 6.09(f) and the performance of
its obligations under any document, agreement and/or Investment contemplated by the Transactions or otherwise not prohibited under this
Agreement; (xii) complying with applicable Requirements of Law (including with respect to the maintenance of its existence); (xiii)
making and holding intercompany loans to Holdings, the Borrower and/or the Restricted Subsidiaries of the Borrower, as applicable; (xiv)
making and holding Investments of the type permitted under Section 6.06(h); (xv) making Investments directly or indirectly
in the Borrower (and other Investment contemplated by Section 6.04(a)) and making any Restricted Payment (assuming for such
purpose that the definition thereof applies to the Capital Stock of Holdings), (xvi) consummating any transaction permitted by Section
6.14(d), including creating, and directly or indirectly holding the Capital Stock of, any other Person for purposes of effectuating
any transaction permitted by Section 6.14(d), and (xvii) activities incidental to any of the foregoing; or


 


(d)           
consolidate or amalgamate with, or merge with or into, or convey, sell or otherwise transfer all or substantially all of its assets
to, any Person; provided that, so long as no Default or Event of Default exists or would result therefrom (A) Holdings may consolidate
or amalgamate with, or merge with or into, any Holding Company or any other Person (other than the Borrower and any of its subsidiaries)
so long as (i) such Holding Company is the continuing or surviving Person or (ii) if the Person formed by or surviving any such consolidation,
amalgamation or merger is not a Holding Company, (x) the successor Person expressly assumes all obligations of Holdings under this Agreement
and the other Loan Documents to which Holdings is a party in a manner reasonably satisfactory to the Administrative Agent and (y) delivers
a certificate of a Responsible Officer with respect to the satisfaction of the conditions set forth in clause (x) of this clause
(A) and (z) upon its reasonable request, the Administrative Agent shall have received a customary legal opinion and (B) Holdings
may convey, sell or otherwise transfer all or substantially all of its assets (including the Capital Stock of the Borrower) to any other
Person so long as (x) no Change of Control results therefrom, (y) (1) if not a Holding Company, the Person acquiring such assets
expressly assumes all of the obligations of such Holding Company under this Agreement and the other Loan Documents to which such Holding
Company is a party pursuant to a supplement hereto and/or thereto in a form reasonably satisfactory to the Administrative Agent, (2)
concurrently with the consummation of such transfer, causes 100% of the Capital Stock of the Borrower, to the extent applicable, to be
pledged to the Administrative Agent for the benefit of the Secured Parties, (3) the Person acquiring such assets shall have complied
with the Collateral and Guarantee Requirement and Perfection Requirements applicable to Holdings and (4) the Borrower delivers a certificate
of a Responsible Officer with respect to the satisfaction of the foregoing conditions under this clause (B)(y) and (z) (1)
except as the Administrative Agent may otherwise agree, each Loan Party shall have executed and delivered a reaffirmation agreement with
respect to its obligations under the Loan Guaranty and the other Loan Documents and (2) upon its reasonable request, the Administrative
Agent shall have received a customary legal opinion; provided, further, that if the conditions set forth in the preceding
proviso are satisfied, the successor to Holdings will succeed to, and be substituted for, Holdings under this Agreement and Holdings
shall be released from all obligations under the Loan Documents, and (C) Holdings may convert into another form of entity so long as
such conversion does not adversely affect the value of the Loan Guaranty or the pledge of the Capital Stock in the Borrower.


 






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ARTICLE
VII


 


EVENTS OF DEFAULT


 


Section 7.01.                     
Events of Default. If any of the following events (each, an “Event of Default”) shall occur:


 


(a)            
Failure To Make Payments When Due. Failure by the Borrower to pay (i) any installment of principal of any Loan when
due, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or (ii) any
interest on any Loan or any fee or any other amount due hereunder within five (5) Business Days after the date due; or


 


(b)            Default
in Other Agreements. (i) Failure by any Loan Party or any of its Restricted Subsidiaries to pay when due any principal of or
interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in clause
(a) above) with an aggregate outstanding principal amount exceeding the Threshold Amount, in each case beyond the grace period,
if any, provided therefor; or (ii) breach or event of default by any Loan Party or any of its Restricted Subsidiaries with respect
to any other term of (A) one or more items of Indebtedness with an aggregate outstanding principal amount exceeding the Threshold
Amount or (B) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness (other than,
for the avoidance of doubt, with respect to Indebtedness consisting of Hedging Obligations, termination events or equivalent events
pursuant to the terms of the relevant Hedge Agreement which are not the result of any default thereunder by any Loan Party or any
Restricted Subsidiary), in each case, beyond the grace or cure period, if any, provided therefor, but solely to the extent the
effect of such breach or event of default is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders) to cause, such Indebtedness to become or be declared due and payable (or mandatorily
redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; provided
that clause (ii) of this paragraph (b) shall not apply to secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property securing such Indebtedness if such sale or transfer is permitted hereunder; provided, further,
that any failure described under clause (i) or (ii) above is unremedied and is not waived by the holders of such
Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Article VII; provided, still
further, that notwithstanding the foregoing provisions of this Section 7.01(b), any financial maintenance covenants in
any ABL Facility or any other revolving credit facility shall be solely for the benefit of the lenders under such ABL Facility or
other revolving credit facility, and any breach or violation of any such financial maintenance covenants (x) may be subject to cure
rights and (y) shall not be or constitute a Default or Event of Default with respect to any Term Facility unless and until the
lenders under such ABL Facility or other revolving credit facility have declared all amounts outstanding thereunder to be
immediately due and payable and terminated all outstanding commitments to provide revolving credit extensions thereunder in
accordance with the terms of the documentation governing such ABL Facility or other revolving credit facility and such declaration
has not been rescinded; or


 






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(c)            
Breach of Certain Covenants. Failure of any Loan Party, as required by the relevant provision, to perform or comply with
any term or condition contained in Section 5.01(e)(i), Section 5.02 (solely as it applies to the preservation
of the existence of the Borrower), or Article VI; provided, that notwithstanding the foregoing provisions of this Section 7.01(c),
any financial maintenance covenants included in any Incremental Amendments in connection with any Additional Revolving Facilities shall
be solely for the benefit of the Lenders under such Additional Revolving Facilities, and any breach or violation of any such financial
maintenance covenants (x) may be subject to cure rights and (y) shall not be or constitute a Default or Event of Default with respect
to any Term Facility unless and until the Lenders under such Additional Revolving Facilities have declared all amounts outstanding thereunder
to be immediately due and payable and terminated all outstanding commitments to provide revolving credit extensions thereunder in accordance
with the terms of this Agreement and such declaration has not been rescinded; or


 


(d)           
Breach of Representations, Etc. Any representation, warranty or certification made or deemed made by any Loan Party in any
Loan Document or in any certificate required to be delivered in connection herewith or therewith (including, for the avoidance of doubt,
any Perfection Certificate and any Perfection Certificate Supplement) being untrue in any material respect as of the date made or deemed
made, it being understood and agreed that any breach of representation, warranty or certification resulting from the failure of the Administrative
Agent to file any Uniform Commercial Code continuation statement shall not result in an Event of Default under this Section 7.01(d)
or any other provision of any Loan Document; or


 


(e)            
Other Defaults Under Loan Documents. Default by any Loan Party in the performance of or compliance with any term contained
herein or any of the other Loan Documents, other than any such term referred to in any other Section of this Article VII, which
default has not been remedied or waived within thirty (30) days (as may be extended to sixty (60) days by the Administrative Agent in
its sole discretion) after receipt by the Borrower of written notice thereof from the Administrative Agent; or


 


(f)             Involuntary
Bankruptcy; Appointment of Receiver, Etc. (i) The entry by a court of competent jurisdiction of a decree or order for relief in
respect of any Loan Party or any of their Restricted Subsidiaries (other than any Immaterial Subsidiary) in an involuntary case
under any Debtor Relief Law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be
granted under any applicable federal, state or local law; or (ii) the commencement of an involuntary case against any Loan Party or
any of their Restricted Subsidiaries (other than any Immaterial Subsidiary) under any Debtor Relief Law; the entry by a court having
jurisdiction in the premises of a decree or order for the appointment of a receiver, receiver and manager, (preliminary) insolvency
receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over any Loan Party any of their
Restricted Subsidiaries (other than any Immaterial Subsidiary), or over all or a substantial part of its property; or (iii) the
involuntary appointment of an interim receiver, trustee or other custodian of any Loan Party or any of their Restricted Subsidiaries
(other than any Immaterial Subsidiary) for all or a substantial part of its property, which remains undismissed, unvacated,
unbounded or unstayed pending appeal for sixty (60) consecutive days; or


 






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(g)           
Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) The entry against any Loan Party or any of their Restricted Subsidiaries
(other than any Immaterial Subsidiary) of an order for relief, the commencement by any Loan Party or any of their Restricted Subsidiaries
(other than any Immaterial Subsidiary) of a voluntary case under any Debtor Relief Law, or the consent by any Loan Party or any of their
Restricted Subsidiaries (other than any Immaterial Subsidiary) to the entry of an order for relief in an involuntary case or to the conversion
of an involuntary case to a voluntary case, under any Debtor Relief Law, or the consent by any Loan Party or any of their Restricted Subsidiaries
(other than any Immaterial Subsidiary) to the appointment of or taking possession by a receiver, receiver and manager, trustee or other
custodian for all or a substantial part of its property; (ii) the making by any Loan Party or any of their Restricted Subsidiaries (other
than any Immaterial Subsidiary) of a general assignment for the benefit of creditors; or (iii) the admission by any Loan Party or any
of their Restricted Subsidiaries (other than any Immaterial Subsidiary) in writing of their inability to pay their respective debts as
such debts become due; or


 


(h)           
Judgments and Attachments. The entry or filing of one or more final money judgments, writs or warrants of attachment or
similar process against any Loan Party or any of their Restricted Subsidiaries or any of their respective assets involving in the aggregate
at any time an amount in excess of the Threshold Amount (in either case to the extent not adequately covered by indemnity from a third
party as to which the relevant indemnitor has been notified and not denied coverage, by self-insurance (if applicable) or by insurance
as to which the relevant third party insurance company has been notified and not denied coverage), which judgment, writ, warrant or similar
process remains unpaid, undischarged, unvacated, unbonded or unstayed pending appeal for a period of sixty (60) days; or


 


(i)             
Employee Benefit Plans. The occurrence of one or more ERISA Events, which individually or in the aggregate result in liability
of any Loan Party or any of their Restricted Subsidiaries in an aggregate amount which would reasonably be expected to result in a Material
Adverse Effect; or


 


(j)             
Change of Control. The occurrence of a Change of Control; or


 


(k)            Guaranties,
Collateral Documents and Other Loan Documents. At any time after the execution and delivery thereof (i) any material Loan
Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the
occurrence of the Termination Date) or being declared, by a court of competent jurisdiction, to be null and void or the repudiation
in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance
with the terms thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender), (ii) this
Agreement or any material Collateral Document ceasing to be in full force and effect (other than solely by reason of (x) the failure
of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative
Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or
thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the
terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any
material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in
writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the
Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it
being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered
to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or
any other provision of any Loan Document; or


 






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(l)             
Lien Subordination. (i) The Liens on the Collateral securing the First Priority Secured Obligations ceasing to have senior
 “first priority” status with respect to Liens on the Collateral securing any Junior Lien Indebtedness with an aggregate principal
amount outstanding in excess of the Threshold Amount pursuant to any applicable Acceptable Intercreditor Agreement, and (ii) with respect
to the provisions in any Acceptable Intercreditor Agreement subordinating the Liens on the Collateral securing any Junior Lien Indebtedness
with an aggregate principal amount outstanding in excess of the Threshold Amount to the Liens on the Collateral securing the First Priority
Secured Obligations, (A) any Loan Party contests in writing the validity or enforceability thereof, (B) any court of competent jurisdiction
in a final non-appealable order, determines such subordination provisions to be invalid or unenforceable, or (C) such subordination provisions
otherwise cease to be valid, binding and enforceable obligations of the parties to such Acceptable Intercreditor Agreement,


 


then, and in every such event
(other than an event with respect to Holdings or the Borrower described in clause (f) or (g) of this Article) and at any
time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall,
by notice to the Borrower, take any of the following actions, at the same or different times: (i) terminate any Additional Commitments
and thereupon such Additional Commitments shall terminate immediately and (ii) 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 of the Borrower accrued hereunder, 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; provided that upon the occurrence of an event with respect
to Holdings or the Borrower described in clauses (f) or (g) of this Article, any such Commitments and/or Additional Commitments
shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower. Notwithstanding anything to the contrary herein or in any
Loan Document, all rights and remedies hereunder and under any other Loan Document or at law or equity, including all remedies provided
under the UCC, shall be exercised exclusively by the Administrative Agent for the benefit of the Secured Parties. Upon the occurrence
and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise
any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies provided
under the UCC.


 






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ARTICLE
VIII


 





THE ADMINISTRATIVE AGENT


 


Each of the Lenders hereby irrevocably
appoints Jefferies (or any successor appointed pursuant hereto) as Administrative Agent hereunder and under the other Loan Documents and
authorizes the Administrative Agent to take such actions on its behalf, including execution of the other Loan Documents, and to exercise
such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as
are reasonably incidental thereto.


 


Any Person serving as Administrative
Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though
it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated,
unless the context otherwise requires or unless such Person is in fact not a Lender, include each Person serving as Administrative Agent
hereunder in its individual capacity. Such Person 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 business with any Loan Party or any subsidiary
of any Loan Party or other Affiliate thereof as if it were not the Administrative Agent hereunder. The Lenders acknowledge that, pursuant
to such activities, the Administrative Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates
(including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge
that the Administrative Agent shall not be under any obligation to provide such information to them.


 


The Administrative Agent
shall not have any duties or obligations except those expressly set forth in the Loan Documents and its duties hereunder shall be
administrative in nature. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default or Event of Default exists, and the use of the term
 “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any
fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law; it being understood that
such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship
between independent contracting parties, (b) the Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary power, except discretionary rights and powers that are expressly contemplated by the Loan Documents and
which the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the relevant circumstances as provided in Section 9.02); provided
that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may
expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable laws, including for the
avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a
forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law, and (c) 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 or any of its Restricted Subsidiaries that is communicated to or
obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not
be liable to the Lenders or any other Secured Party for any action taken or not taken by it with the consent 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 shall be necessary, under the relevant circumstances as provided in Section 9.02) or in the
absence of its own gross negligence or willful misconduct, as determined by the final and non-appealable judgment of a court of
competent jurisdiction, in connection with its duties expressly set forth herein. The Administrative Agent shall not be deemed to
have knowledge of the existence of any Default or Event of Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or any Lender, and 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 hereunder or in connection with any Loan Document, (iii) the
performance or observance of any covenant, agreement or other term or condition set forth in any Loan Document or the occurrence of
any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document, (v) the creation, perfection or priority of any Lien on the Collateral or the existence, value or
sufficiency of the Collateral, (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or (vii) any
property, book or record of any Loan Party or any Affiliate thereof.


 






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If any Lender acquires knowledge
of the existence of a Default or Event of Default, it shall promptly notify the Administrative Agent and the other Lenders thereof in
writing. Each Lender agrees that, except with the written consent of the Administrative Agent, it will not take any enforcement action
hereunder or under any other Loan Document, accelerate the Obligations under any Loan Document, or exercise any right that it might otherwise
have under applicable law or otherwise to credit bid at any foreclosure sale, UCC sale, any sale under Section 363 of the Bankruptcy
Code or other similar Dispositions of Collateral. Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce
its rights against a Loan Party where a deadline or limitation period is applicable that would, absent such action, bar enforcement of
the Obligations held by such Lender, including the filing of a proof of claim in a case under the Bankruptcy Code.


 


Notwithstanding anything to
the contrary contained herein or in any of the other Loan Documents, Holdings, the Borrower, the Administrative Agent and each Secured
Party agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Loan Documents;
it being understood and agreed that all powers, rights and remedies hereunder shall be exercised solely and exclusively by, the Administrative
Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the other Loan Documents
shall be exercised solely and exclusively by, the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent
on any of the Collateral pursuant to a public or private sale or in the event of any other Disposition (including pursuant to Section 363
of the Bankruptcy Code), (A) the Administrative Agent, as agent for and representative of the Secured Parties, shall be entitled, for
the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such
sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative
Agent at such Disposition and (B) the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral
at any such Disposition.


 


No holder of any Secured Hedging
Obligation or Banking Services Obligation in its respective capacity as such shall have any rights in connection with (i) the management
or release of any Collateral or of the obligations of any Loan Party under this Agreement or (ii) any waiver, consent, modification or
any amendment with respect to this Agreement or any other Loan Document.


 






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Each of the Lenders hereby irrevocably
authorizes (and by entering into a Hedge Agreement with respect to any Secured Hedging Obligation and/or by entering into documentation
in connection with any Banking Services Obligation, each of the other Secured Parties hereby authorizes and shall be deemed to authorize)
the Administrative Agent, on behalf of all Secured Parties to take any of the following actions upon the instruction of the Required Lenders:


 





(a)            
 consent to the Disposition of all or any portion of the Collateral free and clear of the Liens securing the Secured Obligations
in connection with any Disposition pursuant to the applicable provisions of the Bankruptcy Code, including Section 363 thereof;


 


(b)           
credit bid all or any portion of the Secured Obligations, or purchase all or any portion of the Collateral (in each case, either
directly or through one or more acquisition vehicles), in connection with any Disposition of all or any portion of the Collateral pursuant
to the applicable provisions of the Bankruptcy Code, including under Section 363 thereof;


 


(c)            
credit bid all or any portion of the Secured Obligations, or purchase all or any portion of the Collateral (in each case, either
directly or through one or more acquisition vehicles), in connection with any Disposition of all or any portion of the Collateral pursuant
to the applicable provisions of the UCC, including pursuant to Sections 9-610 or 9-620 of the UCC;


 


(d)           
credit bid all or any portion of the Secured Obligations, or purchase all or any portion of the Collateral (in each case, either
directly or through one or more acquisition vehicles), in connection with any foreclosure or other Disposition conducted in accordance
with applicable law following the occurrence and continuation of an Event of Default, including by power of sale, judicial action or otherwise;
and/or


 


(e)            
estimate the amount of any contingent or unliquidated Secured Obligations of such Lender or other Secured Party;


 


it being understood that no Lender shall be required
to fund any amount in connection with any purchase of all or any portion of the Collateral by the Administrative Agent pursuant to the
foregoing clause (b), (c) or (d) without its prior written consent.


 


Each Secured Party agrees that
the Administrative Agent is under no obligation to credit bid any part of the Secured Obligations or to purchase or retain or acquire
any portion of the Collateral; provided that, in connection with any credit bid or purchase described under clause (b),
(c) or (d) of the preceding paragraph, the Secured Obligations owed to all of the Secured Parties (other than with respect
to contingent or unliquidated liabilities as set forth in the next succeeding paragraph) may be, and shall be, credit bid by the Administrative
Agent on a ratable basis.


 


With respect to each contingent
or unliquidated claim that is a Secured Obligation, the Administrative Agent is hereby authorized, but is not required, to estimate the
amount thereof for purposes of any credit bid or purchase described in the second preceding paragraph so long as the estimation of the
amount or liquidation of such claim would not unduly delay the ability of the Administrative Agent to credit bid the Secured Obligations
or purchase the Collateral in the relevant Disposition. In the event that the Administrative Agent, in its sole and absolute discretion,
elects not to estimate any such contingent or unliquidated claim or any such claim cannot be estimated without unduly delaying the ability
of the Administrative Agent to consummate any credit bid or purchase in accordance with the second preceding paragraph, then any contingent
or unliquidated claims not so estimated shall be disregarded, shall not be credit bid, and shall not be entitled to any interest in the
portion or the entirety of the Collateral purchased by means of such credit bid.


 


Each Secured Party whose
Secured Obligations are credit bid under clause (b), (c) or (d) of the third preceding paragraph shall be
entitled to receive interests in the Collateral or any other asset acquired in connection with such credit bid (or in the Capital
Stock of the acquisition vehicle or vehicles that are used to consummate such acquisition) on a ratable basis in accordance with the
percentage obtained by dividing (x) the amount of the Secured Obligations of such Secured Party that were credit bid in such credit
bid or other Disposition, by (y) the aggregate amount of all Secured Obligations that were credit bid in such credit bid or other
Disposition.


 






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In addition, in case of the
pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, each Secured Party
agrees that the Administrative Agent (irrespective of whether the principal of any Loan is then due and payable as herein expressed or
by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be
entitled and empowered, by intervention in such proceeding or otherwise:


 


(i)       
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of
the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of
the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts to the extent due to the Lenders
and the Administrative Agent under Sections 2.12 and 9.03) allowed in such judicial proceeding; and


 


(ii)     
to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same.


 


Any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make
such payments to the Administrative Agent and, in the event that the Administrative Agent consents to the making of such payments directly
to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances
of the Administrative Agent and its agents and counsel, and any other amount due to the Administrative Agent under Sections 2.12
and 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 any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of the claim of any Lender in any such proceeding.


 


The Administrative Agent shall
be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it
to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon
any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled
to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative
Agent has received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with
legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable
for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


The Administrative Agent
may perform any and all of its duties and exercise its rights and powers by or through any one or more sub-agents appointed by it;
provided, however, that any such sub-agent receiving payments from the Loan Parties shall be a “U.S. person” and a
 “financial institution” within the meaning of Treasury Regulations Section 1.1441-1 (or has validly agreed to be treated
as a “U.S. person” pursuant to Treasury Regulations Section 1.1441-1(b)(2)(iv)(A)). The Administrative Agent and any
such sub-agent may perform any and all 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 in connection with the syndication
of the credit facilities provided for herein as well as activities as the Administrative Agent.


 






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The Administrative Agent
may resign at any time by giving thirty (30) days’ prior written notice to the Lenders and the Borrower. If the Administrative
Agent becomes subject to an insolvency proceeding, either the Required Lenders or the Borrower may, upon thirty (30) days’
notice, remove the Administrative Agent. Upon receipt of any such notice of resignation or delivery of any such notice of removal,
the Required Lenders shall have the right, with the consent of the Borrower (not to be unreasonably withheld or delayed), to appoint
a successor Administrative Agent which shall be a commercial bank or trust company with offices in the U.S. having combined capital
and surplus in excess of $1,000,000,000 and who shall be a “U.S. person” and a “financial institution”
within the meaning of Treasury Regulations Section 1.1441-1 (or has validly agreed to be treated as a “U.S. person”
pursuant to Treasury Regulations Section 1.1441-1(b)(2)(iv)(A)); provided that during the existence and continuation of an
Event of Default under Section 7.01(a) or, with respect to Holdings or the Borrower, Section 7.01(f) or (g),
no consent of the Borrower shall be required. If no successor shall have been appointed as provided above and accepted such
appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation or the Administrative
Agent receives notice of removal, then (a) in the case of a retirement, the retiring Administrative Agent may (but shall not be
obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above
(including, for the avoidance of doubt, consent of the Borrower) or (b) in the case of a removal, the Borrower may, after consulting
with the Required Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that
(x) in the case of a retirement, if the Administrative Agent notifies the Borrower, the Lenders that no qualifying Person has
accepted such appointment or (y) in the case of a removal, the Borrower notifies the Required Lenders that no qualifying Person has
accepted such appointment, then, in each case, such resignation or removal shall nonetheless become effective in accordance with and
on the thirtieth (30th) day following delivery of such notice and (i) the retiring or removed Administrative Agent shall
be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any
collateral security held by the Administrative Agent in its capacity as collateral agent for the Secured Parties for perfection
purposes, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (ii) all payments, communications and determinations required to be made by, to or through
the Administrative Agent shall instead be made by or to each Lender directly (and each Lender will cooperate with the Borrower to
enable the Borrower to take such actions), until such time as the Required Lenders or the Borrower, as applicable, appoint a
successor Administrative Agent who shall be a “U.S. person” and a “financial institution” within the meaning
of Treasury Regulations Section 1.1441-1 (or has validly agreed to be treated as a “U.S. person” pursuant to Treasury
Regulations Section 1.1441-1(b)(2)(iv)(A)), as provided for above in this Article VIII. Upon the acceptance of its
appointment as Administrative Agent hereunder as 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 or removed Administrative Agent (other than
any rights to indemnity payments owed to the retiring Administrative Agent), and the retiring or removed Administrative Agent shall
be discharged from its duties and obligations hereunder (other than its obligations under Section 9.13). The fees payable by
the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrower and such successor Administrative Agent. After the Administrative Agent’s resignation or removal
hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring or
removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any action taken or omitted to be
taken by any of them while the relevant Person was acting as Administrative Agent (including for this purpose holding any collateral
security following the retirement or removal of the Administrative Agent). Notwithstanding anything to the contrary herein, no
Disqualified Institution (nor any Affiliate thereof) may be appointed as a successor Administrative Agent.


 






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Each Lender acknowledges that
it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based
on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any
of their respective Related Parties and based on such documents and information 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 related agreement
or any document furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished
to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender
with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness
of any of the Loan Parties or any of their respective Affiliates which may come into the possession of the Administrative Agent or any
of its Related Parties.


 


Notwithstanding anything to
the contrary herein, the Arrangers shall not have any right, power, obligation, liability, responsibility or duty under this Agreement,
except in their respective capacities as the Administrative Agent or a Lender hereunder, as applicable.


 


Each Secured Party irrevocably
authorizes and instructs the Administrative Agent to, and the Administrative Agent,


 


(a)       shall
release any Lien on any property granted to or held by Administrative Agent under any Loan Document (i) upon the occurrence of the Termination
Date, (ii) that is sold or to be sold or transferred as part of or in connection with any Disposition permitted under the Loan Documents
to a Person that is not a Loan Party, (iii) that does not constitute (or ceases to constitute) Collateral (including as a result of being
or becoming an Excluded Asset), (iv) if the property subject to such Lien is owned by a Subsidiary Guarantor, upon the release of such
Subsidiary Guarantor from its Loan Guaranty otherwise in accordance with the Loan Documents, (v) as required under clause (d) below
or (vi) if approved, authorized or ratified in writing by the Required Lenders in accordance with Section 9.02;


 


(b)       shall
subject to Section 9.22, release any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Person ceases to
be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted
hereunder), as certified by a Responsible Officer of the Borrower;


 


(c)       may
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 6.02(d), 6.02(e), 6.02(g), 6.02(m), 6.02(n), 6.02(o)(i)
(other than any Lien on the Capital Stock of any Subsidiary Guarantor), 6.02(q), 6.02(r), 6.02(x), 6.02(y),
6.02(z)(i), 6.02(bb), 6.02(cc), 6.02(ee) and 6.02(ff) (and any Refinancing Indebtedness in respect
of any thereof to the extent such Refinancing Indebtedness is permitted to be secured under Section 6.02(k)); provided
that the subordination of any Lien on any property granted to or held by the Administrative Agent shall only be required with respect
to any Lien on such property that is permitted by Sections 6.02(o)(i), 6.02(q), 6.02(r) and/or 6.02(bb) to
the extent that the Lien of the Administrative Agent with respect to such property is required to be subordinated to the relevant Permitted
Lien in accordance with applicable law or the documentation governing the Indebtedness that is secured by such Permitted Lien; and


 






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(d)       shall
enter into subordination, intercreditor and/or similar agreements with respect to Indebtedness (including any Acceptable Intercreditor
Agreement) that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens, and with respect to which Indebtedness,
this Agreement contemplates an intercreditor, subordination or collateral trust agreement; provided that, for the avoidance of
doubt, the Administrative Agent shall not be required to subordinate any Lien pursuant to this clause (d)(ii) other than to the
extent contemplated by clause (c) of this paragraph.


 


Upon the request of the Administrative
Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its
interest in particular types or items of property, or to release any Loan Party from its obligations under the Guarantee or its Lien on
any Collateral pursuant to this Article VIII. In each case as specified in this Article VIII, the Administrative Agent will
(and each Lender hereby authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable
Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment
and security interest granted under the Collateral Documents or to subordinate its interest therein, or to release such Loan Party from
its obligations under the Loan Guaranty, in each case in accordance with the terms of the Loan Documents and this Article VIII;
provided that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying
that the relevant transaction has been consummated in compliance with the terms of this Agreement and that such release of liens, release
of guaranties, subordination or entering into subordination intercreditor and/or similar agreements is permitted hereunder.


 


The Administrative Agent is
authorized to enter into any Acceptable Intercreditor Agreement and any other intercreditor, subordination, collateral trust or similar
agreement reasonably acceptable to the Administrative Agent and which is contemplated hereby with respect to Indebtedness that is (i)
required or permitted to be subordinated hereunder and/or (ii) secured by Liens and which Indebtedness contemplates an intercreditor,
subordination or collateral trust agreement (any such other intercreditor agreement, an “Additional Agreement”), and
the parties hereto acknowledge that each Acceptable Intercreditor Agreement (including any Additional Agreement) is binding upon them.
Each Lender (a) hereby consents to the subordination of the Liens on the Collateral securing the Secured Obligations on the terms
set forth in the ABL Intercreditor Agreement, (b) hereby agrees that it will be bound by, and will not take any action contrary to
the provisions of any Acceptable Intercreditor Agreement (including any Additional Agreement) and (c) hereby authorizes and instructs
the Administrative Agent to enter into any Acceptable Intercreditor Agreement (including any Additional Agreement), as applicable, and
to subject the Liens on the Collateral securing the Secured Obligations to the provisions thereof. The foregoing provisions are intended
as an inducement to the Secured Parties to extend credit to the Borrower, and the Secured Parties are intended third-party beneficiaries
of such provisions and the provisions of any applicable Acceptable Intercreditor Agreement (including any Additional Agreement).


 


To the extent that the Administrative
Agent (or any Affiliate thereof) is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify the Administrative
Agent (and any Affiliate thereof) in proportion to their respective Applicable Percentages (determined as if there were no Defaulting
Lenders) for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses
or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent (or any
Affiliate thereof) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this
Agreement or any other Loan Document; provided that, no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s
(or such affiliate’s) gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable decision).


 






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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 email (including PDF and similar attachements), as follows:


 


(i)       
if to any Loan Party, to such Loan Party in the care of the Borrower at:


 


The Hillman Group, Inc.


10590 Hamilton Avenue


Cincinnati, Ohio 45231


Attention:     Robert Kraft


Email:          Robert.Kraft@hillmangroup.com


 


with copy to (which shall not constitute notice to any Loan
Party):


 


CCMP Capital Advisors, LLC


277 Park Avenue, 37th Floor


New York, NY 10172


Attention:


Telephone:


Email:


 


and


 


Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

Attention: Jay J. Kim

Telephone:    (212) 497-3626

Email:           Jay.Kim@ropesgray.com


 


(ii)     
if to the Administrative Agent, at:


 


Jefferies Finance LLC


520 Madison Avenue


New York, NY 10022


Attention:     Account Manager – Hillman


Email:          JFIN.Admin@jefferies.com


 


With a copy to (which shall not constitute notice to the Administrative
Agent):


 


Latham & Watkins LLP





1271 Avenue of the Americas

New York, NY 10020

Attention: Paul L. Bonewitz

Telephone: (212) 906-4610

Email: paul.bonewitz@lw.com


 






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(iii)   
if to any Lender, pursuant to its contact information set forth in its Administrative Questionnaire.


 


All such notices and other communications (A)
sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when delivered
in person or by courier service and signed for against receipt thereof or three (3) Business Days after dispatch if sent by certified
or registered mail, in each case, delivered, sent or mailed (properly addressed) to the relevant party as provided in this Section
9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01 or (B)
sent by email shall be deemed to have been given when sent; provided that received notices and other communications sent by email
shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, such notices or
other communications shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices
and other communications delivered through electronic communications to the extent provided in clause (b) below shall be effective
as provided in such clause (b).


 


(b)           
Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including
email, FpML messaging and Internet or Intranet websites) pursuant to procedures set forth herein or otherwise approved by the Administrative
Agent. The Administrative Agent or the Borrower (on behalf of any Loan Party) may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to procedures set forth herein or otherwise approved by it; provided
that approval of such procedures may be limited to particular notices or communications. All such notices and other communications (i)
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 email or other written acknowledgement); provided
that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at
the opening of business on the next Business Day for the recipient, and (ii) posted to an Internet or Intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its email address as described in the foregoing clause (b)(i)
of notification that such notice or communication is available and identifying the website address therefor.


 


(c)            
Any party hereto may change its address or e-mail address or other notice information hereunder by notice to the other parties
hereto.


 


(d)           
 


 


(i)                 The
Borrower hereby acknowledges that (A) the Administrative Agent will make available to the Lenders materials and/or information
provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower
Materials on IntraLinks 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 and who
may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby
agrees that (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information
(although it may be sensitive and proprietary) subject to the confidentiality provisions of this Agreement (provided, however, that
to the extent such Borrower Materials constitute Confidential Information, they shall be treated as set forth in Section
9.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Side Information”; and (z) the Administrative Agent shall treat any Borrower Materials that
are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public
Side Information”; provided that, for purposes of the foregoing, all information and materials provided pursuant to Section
5.01(a) or (b) shall be deemed to be suitable for posting to Public Lenders.


 






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(ii)              
Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected
the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to
enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including
United States Federal and state securities laws, to make reference to communications that are not made available through the “Public
Side Information” portion of the Platform and that may contain material nonpublic information with respect to the Borrower or
its securities for purposes of United States Federal or state securities laws.


 


(iii)            
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER THE ADMINISTRATIVE AGENT NOR
ANY OF ITS RELATED PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY
DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.
IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER
PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S
TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN A FINAL RULING
BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR MATERIAL BREACH
OF ANY LOAN DOCUMENT.


 


(e)             The
Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices and Borrowing
Requests) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative
Agent, its Related Parties and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct as
determined by a final and non-appealable judgment by a court of competent jurisdiction. All telephonic notices to and other
telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto
hereby consents to such recording.


 






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Section 9.02.                     
Waivers; Amendments.


 


(a)            
No failure or delay by the Administrative Agent 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 and the Lenders hereunder and under any other Loan Document are cumulative
and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent
to any departure by any Loan Party therefrom shall in any event be effective unless the same is permitted by paragraph (b) of this
Section 9.02, 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, to the extent permitted by law, the making of a Loan shall not be construed as a waiver
of any existing Default or Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge
of the existence of such Default or Event of Default at the time.


 


(b)           
Subject to clauses (A), (B), (C) and (D) of this Section 9.02(b) and Sections 9.02(c)
and (d) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or
modified, except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Borrower and
the Required Lenders (or the Administrative Agent with the consent of the Required Lenders) or (ii) in the case of any other Loan Document
(other than any waiver, amendment or modification to effectuate any modification thereto expressly contemplated by the terms of such other
Loan Documents), pursuant to an agreement or agreements in writing entered into by the Administrative Agent and each Loan Party that is
party thereto, with the consent of the Required Lenders; provided that, notwithstanding the foregoing:


 


(A)             
except with the consent of each Lender directly and adversely affected thereby (but without the consent of the Required Lenders
or any other Lender, the Administrative Agent or agent (except to the extent that the rights and obligations of the Administrative Agent
would be adversely affected thereby)), no such waiver, amendment or modification shall:


 


(1)               
(x) increase the Commitment or Additional Commitment of such Lender (other than with respect to any Incremental Facility pursuant
to Section 2.22 in respect of which such Lender has agreed to be an Additional Lender); it being understood that no amendment,
modification or waiver of, or consent to departure from, any condition precedent, representation, warranty, covenant, Default, Event of
Default, mandatory prepayment or mandatory reduction of the Commitments or Additional Commitments shall constitute an increase of any
Commitment or Additional Commitment of such Lender and (y) only the consent of the relevant Initial Delayed Draw Term Lender (but
not the consent of the Required Lenders or the Administrative Agent) shall be required to increase such Initial Delayed Draw Term Lender’s
Initial Delayed Draw Term Loan Commitment as provided in the definition thereof;


 






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(2)               
 reduce or forgive the principal amount of any Loan or any amount due on any Loan Installment Date;


 


(3)               
(x) extend the scheduled final maturity of any Loan or (y) postpone any Loan Installment Date, any Interest Payment Date or
the date of any scheduled payment of any fee payable hereunder (in each case, other than any extension for administrative reasons agreed
by the Administrative Agent);


 


(4)               
reduce the rate of interest (other than to waive any existing Default or Event of Default or obligation of the Borrower to pay
interest at the default rate of interest under Section 2.13(d), which shall only require the consent of the Required Lenders) or
the amount of any fee owed to such Lender; it being understood that no change in the definition of “First Lien Leverage Ratio”
or any other ratio used in the calculation of the Applicable Rate, or in the calculation of any other interest or fee due hereunder (except
as otherwise contemplated in this Agreement) shall constitute a reduction in any rate of interest or fee hereunder;


 


(5)               
extend the expiry date of such Lender’s Commitment or Additional Commitment; it being understood that no amendment, modification
or waiver of, or consent to departure from, any condition precedent, representation, warranty, covenant, Default, Event of Default, mandatory
prepayment or mandatory reduction of the Commitments or Additional Commitments shall constitute an extension of any Commitment or Additional
Commitment of any Lender; and


 


(6)               
waive, amend or modify the provisions of Sections 2.11(b)(vi), 2.18(b) or 2.18(c) of this Agreement in
a manner that would by its terms alter the pro rata sharing of payments required thereby (except in connection with any transaction
permitted under Sections 2.22, 2.23, 9.02(c), 9.05(g) and/or 9.05(h) or as otherwise provided
in this Section 9.02);


 


(B)          no such waiver, amendment or modification shall:


 


(1)               
change (x) any of the provisions of Section 9.02(a) or Section 9.02(b) or the definition of “Required
Lenders” to reduce any voting percentage required to waive, amend or modify any right thereunder or make any determination or grant
any consent thereunder, without the prior written consent of each Lender or (y) the definition of “Required Delayed Draw Lenders”
without the prior written consent of each Initial Delayed Draw Term Lender (it being understood that neither the consent of the Required
Lenders nor any other Lender shall be required in connection with any change to the definition of “Required Delayed Draw Lenders”);


 


(2)                release
all or substantially all of the Collateral from the Lien granted pursuant to the Loan Documents (except as otherwise permitted
herein or in the other Loan Documents, including as contemplated by or pursuant to Article VIII or Section 9.22),
without the prior written consent of each Lender directly and adversely affected thereby, and it being understood that only the
consent of the Lenders whose Loans are secured by the Collateral shall be required; or


 



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(3)               
release all or substantially all of the value of the Guarantees under the Loan Guaranty (except as otherwise permitted herein or
in the other Loan Documents, including pursuant to Section 9.22 hereof), without the prior written consent of each Lender
directly and adversely affected thereby;


 


(C)          solely
the consent of the Required Delayed Draw Lenders (but not the consent of the Required Lenders or any other Lender) shall be required
for any waiver, amendment or modification of the provisions of Section 2.02(c) and (d) or any conditions precedent
in Section 4.02 to the obligations of Lenders to make any Initial Delayed Draw Term Loan; and


 


(D)          solely
the consent of the applicable Required Facility Lenders (but not the consent of the Required Lenders or any other Lenders) shall be required
for any waiver amendment or modifications of this Agreement or any other Loan Document that solely affects the Credit Facilities of any
Class (as determined in the reasonable judgment of the Administrative Agent and the Borrower);


 


provided, further, that no agreement
shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of
the Administrative Agent. The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant
to Section 9.05, Commitment reductions or terminations pursuant to Section 2.09, incurrences of Additional Commitments
or Additional Loans pursuant to Section 2.22, 2.23 or 9.02(c) and reductions or terminations of any such Additional
Commitments or Additional Loans. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve
or disapprove any amendment, waiver or consent hereunder, except that the Commitment and any Additional Commitment of any Defaulting Lender
may not be increased without the consent of such Defaulting Lender (it being understood that any Commitment, Additional Commitment or
Loan held or deemed held by any Defaulting Lender shall be excluded from any vote hereunder that requires the consent of any Lender, except
as expressly provided in Section 2.21(b)). Notwithstanding the foregoing, this Agreement may be amended (or amended and restated)
with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities
permitted hereunder to this Agreement and to permit any extension of credit from time to time outstanding thereunder and the accrued interest
and fees in respect thereof to share ratably in the relevant benefits of this Agreement and the other Loan Documents and (ii) to include
appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and/or Required Delayed Draw Lenders
on substantially the same basis as the Lenders prior to such inclusion.


 


(c)         Notwithstanding the foregoing, this Agreement may be amended:


 


(i)       
with the written consent of the Borrower and the Lenders providing the relevant Replacement Term Loans to permit the refinancing
or replacement of all or any portion of any outstanding Term Loans under one or more Classes, series or tranches, as selected by the Borrower
in its sole discretion (any such Loans being refinanced or replaced, the “Replaced Term Loans”), with one or more replacement
term loans (“Replacement Term Loans”) pursuant to any existing or newly established term loan facility hereunder (a
 “Replacement Term Facility”) pursuant to a Refinancing Amendment; provided that:


 



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(A)          the aggregate principal amount of any Replacement Term Loans shall not exceed the aggregate principal amount of the Replaced Term
Loans (plus (1) any additional amounts permitted to be incurred under Section 2.22 or Section 6.01(q), (u),
(w) and/or (z) and, to the extent any such additional amounts are secured, the related Liens are permitted under Section
6.02(k) (with respect to Liens securing Indebtedness permitted by Section 6.01(a), or (u)), (o)(ii), (t)(ii),
(u) and/or (hh) and plus (2) the amount of accrued interest, penalties and premium (including tender premium) thereon,
any committed but undrawn amounts, and underwriting discounts, fees (including upfront fees, original issue discount, commitment fees,
underwriting fees, arrangement fees and similar fees), commissions and expenses associated therewith),


 


(B)          any
Replacement Term Loans must have (1) a final maturity date that is equal to or later than the earlier of (x) the final maturity date
of the Replaced Term Loans and (y) ninety-one (91) days after the then latest maturity date of any Term Loans that are not being refinanced
or so replaced, and (2) have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the
Replaced Term Loans at the time of the relevant refinancing,


 


(C)          any
such Replacement Term Loans must be pari passu with or junior to any such Replaced Term Loans in right of payment and with respect
to the Collateral (provided that such Replacement Term Loans shall be subject to an Acceptable Intercreditor Agreement and may
be, at the option of the Administrative Agent and the Borrower, documented in a separate agreement or agreements), or be unsecured,


 


(D)          if any Replacement Term Loans are secured, such Replacement Term Loans may not be secured by any assets other than the Collateral,


 


(E)           if any Replacement Term Loans are guaranteed, such Replacement Term Loans may not be guaranteed by any Person other than one or
more Loan Parties,


 


(F)           any
Replacement Term Loans that are pari passu in right of payment and pari passu in right of security may participate (x)
on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any mandatory repayment
in respect of the Initial Term Loans (and any Additional Term Loans then subject to ratable repayment requirements) and (y) on a pro
rata basis, greater than pro rata basis or a less than pro rata basis in any voluntary prepayment in respect of the
Initial Term Loans and any Additional Term Loans, in each case as agreed by the Borrower and the Lenders providing the relevant Replacement
Term Loans,


 


(G)          any
Replacement Term Loans shall have pricing (including interest, fees and premiums) and, subject to preceding clause (F), optional
prepayment and redemption terms as the Borrower and the lenders providing such Replacement Term Loans may agree,


 


(H)          no
Default under Section 7.01(a), 7.01(f) or 7.01(g) or Event of Default shall exist immediately prior to or after
giving effect to the effectiveness of the relevant Replacement Term Loans, and


 



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(I)            either (i) the other terms and conditions of any Replacement Term Loans, as applicable (excluding pricing, interest, fees, rate
floors, premiums, optional prepayment or redemption terms, security and maturity, subject to preceding clauses (B) through
(G)) shall be substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to
the lenders providing such Replacement Term Loans than those applicable to the Replaced Term Loans (other than covenants or other provisions
applicable only to periods after the Latest Term Loan Maturity Date (in each case, as of the date of incurrence of such Replacement Term
Loans)) or (ii) such Replacement Term Loans shall reflect market terms and conditions (taken as a whole) at such time (as determined
by the Borrower in good faith); provided, that, if any more restrictive financial maintenance covenant is added for the benefit
of any Replacement Term Loans, such provisions shall also be applicable to the Credit Facilities (other than covenants or other provisions
applicable only to periods after the Latest Term Loan Maturity Date (in each case, as of the date of incurrence of such Replacement Term
Loans)), and


 


(ii)     
in the case of any Additional Revolving Facility, with the written consent of the Borrower and the Lenders providing the relevant
Replacement Revolving Facility to permit the refinancing or replacement of all or any portion of any Additional Revolving Commitments
under one or more Classes, series or tranche, as selected by the Borrower in its sole discretion (any such Additional Revolving Commitments
being refinanced or replaced, a “Replaced Revolving Facility”), with a replacement revolving facility hereunder (a
 “Replacement Revolving Facility”) pursuant to a Refinancing Amendment; provided that:


 


(A)          the
aggregate principal amount of any Replacement Revolving Facility shall not exceed the aggregate principal amount of the unutilized commitments
under the Replaced Revolving Facility (plus (x) any additional amounts permitted to be incurred under Section 6.01(a),
(q), (u), (w) and/or (z) and, to the extent any such additional amounts are secured, the related Liens are
permitted under Section 6.02(k) (with respect to Liens securing Indebtedness permitted by Section 6.01(a), (q),
(u), (w) or (z)), (o)(ii), (u) and/or (hh) and plus (y) the amount of accrued interest,
penalties and premium thereon, any committed but undrawn amounts and underwriting discounts, fees (including upfront fees, original issue
discount or initial yield payments), commissions and expenses associated therewith),


 


(B)          no
such Replacement Revolving Facility may have a final maturity date (or require commitment reductions) prior to the earlier of (x) the
final maturity date of the relevant Replaced Revolving Facility at the time of such refinancing and (y) ninety-one (91) days after the
then latest maturity date of any Additional Revolving Facility not being refinanced or so replaced,


 


(C)          any such Replacement Revolving Facility must be pari passu with any such Replaced Revolving Facility in right of payment
and with respect to the Collateral (provided that any such Replacement Revolving Facility shall be subject to an Acceptable Intercreditor
Agreement and may be, at the option of the Administrative Agent and the Borrower, documented in a separate agreement or agreements), or
be unsecured,


 



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(D)          if any Replacement Revolving Facility are secured, such Replacement Revolving Facility may not be secured by any assets other
than the Collateral,


 


(E)          if
any Replacement Revolving Facility are guaranteed, such Replacement Revolving Facility may not be guaranteed by any Person other than
one or more Loan Parties,


 


(F)          any
Replacement Revolving Facility shall be subject to the “ratability” provisions applicable to Extended Revolving Credit Commitments
and Extended Revolving Loans set forth in the proviso to clause (ii) of Section 2.23(a), mutatis mutandis,
to the same extent as if fully set forth in this Section 9.02(c)(ii),


 


(G)          any
Replacement Revolving Facility shall have pricing (including interest, fees and premiums) and, subject to preceding clause (F),
optional prepayment and redemption terms as the Borrower and the lenders providing such Replacement Revolving Facility, may agree,


 


(H)          no
Default under Sections 7.01(a), 7.01(f) or 7.01(g) or Event of Default shall exist immediately prior to or after
giving effect to the effectiveness of the relevant Replacement Revolving Facility,


 


(I)           either
(i) the other terms and conditions of any Replacement Revolving Facility (excluding pricing, interest, fees, rate floors, premiums, optional
prepayment or redemption terms, security and maturity, subject to preceding clauses (B) through (G)) shall be substantially
identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the lenders providing such Replacement
Revolving Facility, than those applicable to the Replaced Revolving Facility (other than covenants or other provisions applicable only
to periods after the Latest Revolving Loan Maturity Date (in each case, as of the date of incurrence of the relevant Replacement Revolving
Facility)) or (ii) such Replacement Revolving Facility shall reflect market terms and conditions (taken as a whole) at such time (as
determined by the Borrower in good faith), and


 


(J)          the
commitments in respect of any Replaced Revolving Facility shall be terminated (to the extent being replaced), and all loans outstanding
thereunder and all fees in connection therewith shall be paid in full, in each case on the date such Replacement Revolving Facility are
implemented;


 


provided, further, that, in respect
of each of clauses (i) and (ii) of this clause (c), any Non-Debt Fund Affiliate and Debt Fund Affiliate providing
any Replacement Term Loans shall be subject to the restrictions applicable to such Persons under Section 9.05 as if such Replacement
Term Loans were Term Loans and any Debt Fund Affiliate (but not any Non-Debt Fund Affiliate) may provide any Replacement Revolving Facility.


 






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Each party hereto hereby
agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be amended by the Borrower, the
Administrative Agent and the lenders providing the relevant Replacement Term Loans or the Replacement Revolving Facility, as
applicable, to the extent (but only to the extent) necessary to reflect the existence and terms of such Replacement Term Loans or
Replacement Revolving Facility, as applicable, incurred or implemented pursuant thereto (including any amendment necessary to treat
the loans, notes and commitments subject thereto as a separate “Class” of Loans and/or commitments hereunder), including
any technical amendments required in connection therewith. It is understood that any Lender approached to provide all or a portion
of any Replacement Term Loans or any Replacement Revolving Facility may elect or decline, in its sole discretion, to provide such
Replacement Term Loans or Replacement Revolving Facility.


 


(d)         Notwithstanding anything to the contrary contained in this Section 9.02 or any other provision of this Agreement or
any provision of any other Loan Document, (i) the Borrower and the Administrative Agent may, without the input or consent of any Lender,
amend, supplement and/or waive any guaranty, collateral security agreement, pledge agreement and/or related document (if any) executed
in connection with this Agreement to (x) comply with Requirements of Law or the advice of counsel or (y) cause any such guaranty, collateral
security agreement, pledge agreement or other document to be consistent with this Agreement and/or the relevant other Loan Documents,
(ii) the Borrower and the Administrative Agent may, without the input or consent of any other Lender (other than the relevant Lenders
(including Additional Lenders) providing Loans under such Sections), (1) effect amendments to this Agreement and the other Loan Documents
as may be necessary in the reasonable opinion of the Borrower and the Administrative Agent to effect the provisions of Sections 2.22,
2.23, 5.12, 6.13, 9.02(c) or 9.23, or any other provision specifying that any waiver, amendment or
modification may be made with the consent or approval of the Administrative Agent and/or (2) to add terms (including representations and
warranties, conditions, prepayments, covenants or events of default), in connection with the addition of any Loan or Commitment hereunder,
that are favorable to the then-existing Lenders, as reasonably determined by the Administrative Agent, (iii) if the Administrative Agent
and the Borrower have jointly identified any ambiguity, mistake, defect, inconsistency, obvious error or any error or omission of a technical
nature or any necessary or desirable technical change, in each case, in any provision of any Loan Document, then the Administrative Agent
and the Borrower shall be permitted to amend such provision solely to address such matter as reasonably determined by them acting jointly,
(iv) the Administrative Agent and the Borrower may amend, restate, amend and restate or otherwise modify any applicable Acceptable Intercreditor
Agreement as provided therein, (v) the Administrative Agent may amend the Commitment Schedule to reflect assignments entered into pursuant
to Section 9.05, Commitment reductions or terminations pursuant to Section 2.09, implementations of Additional Commitments
or incurrences of Additional Loans pursuant to Sections 2.22, 2.23 or 9.02(c) and reductions or terminations of any
such Additional Commitments or Additional Loans, (vi) in the case of any Additional Revolving Facility, solely the consent of the Required
Facility Lenders with respect to such Additional Revolving Facility (but not the consent of the Required Lenders or any other Lender)
shall be required for any waiver, amendment or modification of (A) any conditions precedent to the obligations of the applicable Lenders
to make any Additional Revolving Loan (including any “swingline loans” or the issuance of any letters of credit) and (B) any
financial maintenance covenant solely for the benefit of such Additional Revolving Facility, and (vii) any amendment, waiver or modification
of any term or provision that directly affects Lenders under one or more Classes and does not directly affect Lenders under one or more
other Classes (unless such amendment, waiver or modification benefits the Lenders under such other Classes) may be effected with solely
the consent of the Required Facility Lenders of such directly affected Class (but not the consent of the Required Lenders or any other
Lender).


 



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Section 9.03.                 Expenses; Indemnity.


 


(a)         The
Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Arrangers, the Administrative Agent and their
respective Affiliates (including applicable syndication expenses and travel expenses but limited, in the case of legal fees and expenses,
to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one firm of outside counsel to all such
Persons taken as a whole and, if reasonably necessary, of one local counsel in any relevant jurisdiction to all such Persons, taken as
a whole) in connection with the syndication and distribution (including via the Internet or through a service such as SyndTrak) of the
Credit Facilities, the preparation, execution, delivery and administration of the Loan Documents and any related documentation, including
in connection with any amendment, modification or waiver of any provision of any Loan Document (whether or not the transactions contemplated
thereby are consummated, but only to the extent the preparation of any such amendment, modification or waiver was requested by the Borrower
and except as otherwise provided separately in writing between the Borrower, the relevant Arranger and/or the Administrative Agent) and
(ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Arrangers or the Lenders or any of
their respective Affiliates (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket
fees, disbursements and other charges of one firm of outside counsel to all such Persons taken as a whole and, if reasonably necessary,
of one local counsel in any relevant jurisdiction to all such Persons, taken as a whole) in connection with the enforcement, collection
or protection of their respective rights in connection with the Loan Documents, including their respective rights under this Section
9.03, or in connection with the Loans made hereunder. Except to the extent required to be paid on the Closing Date (and invoiced
three (3) Business Days prior thereto), all amounts due under this paragraph (a) shall be payable by the Borrower within thirty
(30) days of receipt by the Borrower of an invoice setting forth such expenses in reasonable detail, together with backup documentation
supporting the relevant reimbursement request.


 


(b)         The
Borrower shall indemnify each Arranger, the Administrative Agent 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 losses,
claims, damages and liabilities (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket
fees, disbursements and other charges of one legal counsel in each relevant jurisdiction to all Indemnitees taken as a whole and, if
reasonably necessary, one local counsel in any relevant jurisdiction to all Indemnitees, taken as a whole and solely in the case of an
actual or potential conflict of interest, (x) one additional counsel to all affected Indemnitees, taken as a whole, and (y) one additional
local counsel to all affected Indemnitees, taken as a whole), incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby and/or
the enforcement of the Loan Documents, the performance by the parties hereto of their respective obligations thereunder or the consummation
of the Transactions or any other transactions contemplated hereby or thereby, (ii) the use of the proceeds of the Loans, (iii) any actual
or alleged Release or presence of Hazardous Materials on, at, under or from any property currently or formerly owned or operated by the
Borrower, any of its Restricted Subsidiaries or any other Loan Party or any Environmental Liability related to the Borrower, any of its
Restricted Subsidiaries or any other Loan Party and/or (iv) any actual or prospective claim, litigation, investigation or proceeding
relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party
thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their
respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that any such
loss, claim, damage, or liability (i) results from the gross negligence, bad faith or willful misconduct or material breach of the Loan
Documents by such Indemnitee, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction or
(ii) arises out of any claim, litigation, investigation or proceeding brought by such Indemnitee against another Indemnitee (other than
any claim, litigation, investigation or proceeding (x) that is brought by or against the Administrative Agent or any Arranger, acting
in its capacity or fulfilling its role as the Administrative Agent or as an Arranger or similar role or (y) that involves any act or
omission of the Sponsor, Holdings, the Borrower or any of its subsidiaries). Each Indemnitee shall be obligated to refund or return any
and all amounts paid by the Borrower pursuant to this Section 9.03(b) to such Indemnitee for any fees, expenses, or damages to
the extent such Indemnitee is not entitled to payment thereof in accordance with the terms hereof. All amounts due under this paragraph
(b) shall be payable by the Borrower within thirty (30) days (x) after receipt by the Borrower of a written demand therefor, in the
case of any indemnification obligations and (y) in the case of reimbursement of costs and expenses, after receipt by the Borrower of
an invoice, setting forth such costs and expenses in reasonable detail, together with backup documentation supporting the relevant reimbursement
request. This Section 9.03(b) shall not apply to Taxes other than any Taxes that represent losses, claims, damages or liabilities
in respect of a non-Tax claim.


 



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(c)         The
Borrower shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably
withheld, delayed or conditioned), but if any proceeding is settled with the Borrower’s written consent, or if there is a final
judgment against any Indemnitee in any such proceeding, the Borrower agrees to indemnify and hold harmless each Indemnitee to the extent
and in the manner set forth above. The Borrower shall not, without the prior written consent of the affected Indemnitee (which consent
shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened claim, litigation, investigation
or proceeding against any Indemnitee in respect of which indemnity could have been sought hereunder by such Indemnitee unless (i) such
settlement includes an unconditional release of such Indemnitee from all liability or claims that are the subject matter of such proceeding
and (ii) such settlement does not include any statement as to any admission of fault or culpability.


 


Section 9.04.                Waiver of Claim. To the extent permitted by applicable law, no party to this Agreement shall assert, and each hereby waives,
any claim against any other party hereto or any Related Party thereof, 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 or
any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof, except, in the case of
any claim by any Indemnitee against the Borrower, to the extent such damages would otherwise be subject to indemnification pursuant to
the terms of Section 9.03.


 


Section 9.05.                 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
permitted assigns; provided that (i) except as provided under Section 6.07, 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 the terms of this Section 9.05 (any attempted assignment or transfer not complying
with the terms of this Section 9.05 shall be subject to Sections 9.05(f) and (g), as applicable). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors
and permitted assigns, Participants (to the extent provided in paragraph (c) of this Section 9.05) and, to the extent
expressly contemplated hereby, the Related Parties of each of the Arrangers, the Administrative Agent 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 Eligible Assignees all
or a portion of its rights and obligations under this Agreement (including all or a portion of any Loan or Additional Commitment added
pursuant to Section 2.22, 2.23 or 9.02(c) at the time owing to it) with the prior written consent (not to be
unreasonably withheld or delayed) of:


 


(A)             
the Borrower; provided that (1) the Borrower shall be deemed to have consented to any such assignment of any Term Loans
(including funded Initial Delayed Draw Term Loans but not unutilized Initial Delayed Draw Term Loan Commitments) unless it has objected
thereto by written notice to the Administrative Agent within fifteen (15) Business Days after receiving written notice thereof; (2) the
consent of the Borrower shall be required for any assignment of Additional Revolving Loans or Additional Revolving Commitments and unutilized
Initial Delayed Draw Term Loan Commitments and the Lenders shall not be permitted to assign the Loans and Commitments to any Company Competitor
regardless of whether any Event of Default (or a type thereof) is continuing, (3) no consent of the Borrower shall be required for the
assignment of Term Loans to another Lender, an Affiliate of any Lender or an Approved Fund or the assignment of unutilized Initial Delayed
Draw Term Loan Commitments to another Initial Delayed Draw Term Lender, an Affiliate of an Initial Delayed Draw Term Lender or an Approved
Fund of an Initial Delayed Draw Term Lender, (4) subject to the preceding clause (2) and clause (5) below, no consent
of the Borrower shall be required during the continuation of an Event of Default under Section 7.01(a) or Section 7.01(f)
or (g) (solely with respect to the Borrower); (5) the Borrower may withhold its consent to any assignment to any Person that is
not a Disqualified Institution but is known by the Borrower to be an Affiliate of a Disqualified Institution regardless of whether such
Person is identifiable as an Affiliate of a Disqualified Institution on the basis of such Affiliate’s name (other than in respect
of a Company Competitor, a Competitor Debt Fund Affiliate that is not itself a Disqualified Institution, unless the Borrower has a reasonable
basis for withholding consent) and, for the avoidance of doubt, the deemed consent provisions of clause (1) above shall not apply
with respect to any attempted assignment to a Disqualified Institution or any Affiliate of a Disqualified Institution regardless of whether
such Person is identifiable as an Affiliate of a Disqualified Institution on the basis of such Affiliate’s name, and (6) the investment
objective or history of any prospective Lender or its Affiliates shall be a reasonable basis to withhold the Borrower’s consent;
and


 


(B)          the Administrative Agent; provided that no consent of the Administrative Agent shall be required for any such assignment
to another Lender, an Affiliate of any Lender or an Approved Fund.


 


(ii)     
Assignments shall be subject to the following additional conditions:


 


(A)          except
in the case of any assignment to another Lender, any Affiliate of any Lender or any Approved Fund or any assignment of the entire
remaining amount of the relevant assigning Lender’s Loans or commitments of any Class, the principal amount of Loans or
commitments of the assigning Lender subject to the relevant assignment (determined as of the date on which the Assignment and
Assumption with respect to such assignment is delivered to the Administrative Agent and determined on an aggregate basis in the
event of concurrent assignments to Related Funds or by Related Funds) shall not be less than (x) $1,000,000, in the case of Initial
Term Loans, funded Initial Delayed Draw Term Loans, Additional Term Loans and Initial Term Loan Commitments and (y) $5,000,000
in the case of Initial Delayed Draw Term Loan Commitments, in each case, unless the Borrower and the Administrative Agent otherwise
consent;


 



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(B)          any
partial assignment shall be made as an assignment of a proportionate part of all the relevant assigning Lender’s rights and obligations
in respect of any Facility under this Agreement;


 


(C)          the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement
system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and, except in the
case of an assignment by an Initial Term Lender or its Affiliate in connection with the syndication of the Credit Facilities, shall pay
to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of
the Administrative Agent); and


 


(D)          the
relevant Eligible Assignee, if it is not a Lender, shall deliver on or prior to the effective date of such assignment, to the Administrative
Agent (1) an Administrative Questionnaire and (2) any form required under Section 2.17.


 


(iii)   
Subject to the acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section 9.05, from and
after the effective date specified in any Assignment and Assumption, the Eligible Assignee thereunder shall be a party hereto and, to
the extent of the interest assigned pursuant to 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 (A) entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 9.03 with respect to facts and circumstances occurring on or prior
to the effective date of such assignment and (B) subject to its obligations thereunder and under Section 9.13). If any assignment
by any Lender holding any Promissory Note is made after the issuance of such Promissory Note, the assigning Lender shall, upon the effectiveness
of such assignment or as promptly thereafter as practicable, surrender such Promissory Note to the Administrative Agent for cancellation,
and, following such cancellation, if requested by either the assignee or the assigning Lender, the Borrower shall issue and deliver a
new Promissory Note to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new commitments and/or
outstanding Loans of the assignee and/or the assigning Lender.


 


(iv)     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
their respective successors and assigns, and the commitment of, and principal amount of and stated interest on the Loans owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). Failure to make any such
recordation, or any error in such recordation, shall not affect the Borrower’s obligations in respect of such Loans. The
entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall
treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender and the owner of the amounts owing
to it under the Loan Documents as reflected in the Register for all purposes of the Loan Documents, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower and each Lender (but only as to its own holdings), at any
reasonable time and from time to time upon reasonable prior notice; provided that each Lender shall be able to inspect the
Register only with respect to its own Commitment.


 



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(v)      
Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Eligible Assignee, the Eligible
Assignee’s completed Administrative Questionnaire and any tax certification required by Section 9.05(b)(ii)(D)(2) (unless
the assignee is already a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section
9.05, if applicable, and any written consent to the relevant assignment required by paragraph (b) of this Section 9.05,
the Administrative Agent shall promptly accept such Assignment and Assumption and record the information contained therein in the Register.
No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.


 


(vi)    
By executing and delivering an Assignment and Assumption, the assigning Lender and the Eligible Assignee thereunder shall be deemed
to confirm and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal
and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that the amount of its commitments,
and the outstanding balances of its Loans, in each case without giving effect to any assignment thereof which has not become effective,
are as set forth in such Assignment and Assumption, (B) except as set forth in clause (A) above, such assigning Lender makes
no representation or warranty and assumes no responsibility with respect to any statement, warranty or representation made in or in connection
with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other
Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or any Restricted
Subsidiary or the performance or observance by the Borrower or any Restricted Subsidiary of any of its obligations under this Agreement,
any other Loan Document or any other instrument or document furnished pursuant hereto; (C) such assignee represents and warrants that
it is an Eligible Assignee, legally authorized to enter into such Assignment and Assumption; (D) such assignee confirms that it has received
a copy of this Agreement and the Intercreditor Agreement (and any other applicable Acceptable Intercreditor Agreement), together with
copies of the financial statements referred to in Section 4.01(c) or the most recent financial statements delivered pursuant
to Section 5.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Assumption; (E) such assignee will independently and without reliance upon the Administrative
Agent, the assigning Lender or any other Lender and based on such documents and information as it deems appropriate at the time, continue
to make its own credit decisions in taking or not taking action under this Agreement; (F) such assignee appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative
Agent, by the terms hereof, together with such powers as are reasonably incidental thereto; and (G) such assignee agrees that it will
perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as
a Lender.


 



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(c)         (i)
Any Lender may, without the consent of the Borrower, the Administrative Agent or any other Lender, sell participations to any bank
or other entity (other than to any Disqualified Institution, any natural Person or, other than with respect to any participation to
any Debt Fund Affiliate (any such participations to a Debt Fund Affiliate being subject to the limitation set forth in the first
proviso of the penultimate paragraph set forth in Section 9.05(h), as if the limitation applied to such participations), the
Borrower or any of its Affiliates) (a “Participant”) in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its commitments and the Loans owing to it); provided that (A)
such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations, (C) the Borrower, the Administrative Agent 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 and (D) the Lenders shall not be permitted to sell participations to any Company Competitor regardless of whether any
Event of Default (or a type thereof) is continuing. Any agreement or instrument pursuant to which any 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 relevant Participant, agree to any amendment, modification or waiver described in
(x) clause (A) of the first proviso to Section 9.02(b) that directly and adversely affects the Loans or
commitments in which such Participant has an interest and (y) clause (B)(1), (2) or (3) of the first
proviso to Section 9.02(b). Subject to paragraph (c)(ii) of this Section 9.05, the Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the
limitations and requirements of such Sections and Section 2.19) to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section 9.05 (it being understood that the
documentation required under Section 2.17(f) shall be delivered to the participating Lender). To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.09 as though it were a Lender; provided
that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender.


 


(ii)     
No Participant shall be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17 than
the participating Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale
of the participation to such Participant is made with the Borrower’s prior written consent expressly acknowledging that such Participant’s
entitlement to benefits under Sections 2.15, 2.16 and 2.17 is not limited to what the participating Lender would
have been entitled to receive absent the participation.


 


Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register complying with the requirements of
Sections 163(f), 871(h) and 881(c)(2) of the Code and the Treasury Regulations issued thereunder on which it enters the name and address
of each Participant and their respective successors and assigns, 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) or Proposed Section 1.163-5(b) (or, in each case, any amended
or successor section) of the Treasury Regulations or is otherwise required hereunder. The entries in the Participant Register shall be
conclusive absent manifest error, and each 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 (other than to any
Disqualified Institution or any natural person) to secure obligations of such Lender, including without limitation any pledge or assignment
to secure obligations to any Federal Reserve Bank or other central bank having jurisdiction over such Lender, and this Section 9.05
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 any Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as
a party hereto.


 


(e)         Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding
vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent
and the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated
to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC
to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the
Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of any Loan by an SPC hereunder shall utilize
the Commitment or Additional Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender.
Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs
or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section
2.15, 2.16 or 2.17) and no SPC shall be entitled to any greater amount under Section 2.13, 2.14 or 2.15
or any other provision of this Agreement or any other Loan Document that the Granting Lender would have been entitled to receive,
(ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain
with the Granting Lender) and (iii) the Granting Lender shall for all purposes including approval of any amendment, waiver or other modification
of any provision of the Loan Documents, remain the Lender of record hereunder. In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one (1) year and one day after
the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join
any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the U.S. or any State thereof; provided that (i) such SPC’s Granting Lender is in compliance in all
material respects with its obligations to the Borrower hereunder and (ii) each Lender designating any SPC hereby agrees to indemnify,
save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a
proceeding against such SPC during such period of forbearance. In addition, notwithstanding anything to the contrary contained in this
Section 9.05, any SPC may (i) with notice to, but without the prior written consent of, the Borrower or the Administrative
Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loan to the Granting Lender and
(ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guaranty or credit or liquidity enhancement to such SPC. If a Granting Lender grants an option to an SPC as
described herein and such grant is not reflected in the Register, the Granting Lender shall maintain a separate register on which it
records the name and address of each SPC and the principal amounts (and related interest) of each SPC’s interest with respect to
the Loans, Commitments or other interests hereunder, which entries shall be conclusive absent manifest error and each Lender shall treat
such SPC that is recorded in the register as the owner of such interests for all purposes of the Loan Documents notwithstanding any notice
to the contrary; provided, further, that no Lender shall have any obligation to disclose any portion of such register to any Person except
to the extent disclosure is necessary to establish that the Loans, Commitments or other interests hereunder are in registered form for
U.S. federal income tax purposes (or as is otherwise required thereunder).


 



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(f)          (i) Any assignment or participation by a Lender without the Borrower’s consent, to the extent the Borrower’s consent
is required under this Section 9.05, to any other Person shall, at the Borrower’s election, be treated in accordance with
Section 9.05(g) below or the Borrower shall be entitled to seek specific performance to unwind any such assignment or participation
in addition to injunctive relief or any other remedies available to the Borrower at law or in equity. Upon the request of any Lender
who agrees in writing for the benefit of the Borrower to maintain confidentiality, the Borrower shall make available to such Lender the
names of Disqualified Institutions at the relevant time (other than any Affiliate thereof that is reasonably identifiable on the basis
of such Affiliate’s name) on a confidential basis and such Lender may provide such names to any potential assignee or participant
on a confidential basis in accordance with Section 9.13 for the purpose of verifying whether such Person is a Disqualified Institution.


 


(ii)     
Without limiting the foregoing, the Administrative Agent, in its capacity as such, 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
(other than with respect to updating the list with names of Disqualified Institutions provided in writing to the Administrative Agent
in accordance with the definition of “Disqualified Institution” or providing the list (with such updates) upon request in
accordance with this Section 9.05). Without limiting the generality of the foregoing, the Administrative Agent, in its capacity
as such, shall not (i) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or
Participant is a Disqualified ‎Institution or (ii) have any liability with respect to or arising out of any assignment or participation
of Loans, or disclosure of confidential information, to any ‎Disqualified Institution.


 


(g)         If
any assignment or participation under this Section 9.05 is made to any Person that is a Disqualified Institution, to any
Person that cannot be reasonably identified as a Disqualified Institution pursuant to clause (a)(ii) or (c)(ii) of the
definition thereof as of the date of such assignment or participation and subsequently becomes reasonably identifiable as a
Disqualified Institution or to any Affiliate of a Disqualified Institution as to which the Borrower did not expressly consent in
writing, then, notwithstanding any other provision of this Agreement (i) the Borrower may, at the Borrower’s sole expense and
effort, upon notice to such Person and the Administrative Agent, (A) terminate any Commitment of such Person and repay all
obligations of the Borrower owing to such Person, (B) in the case of any outstanding Term Loans, held by such Person, purchase such
Term Loans by paying the lesser of (I) par and (II) the amount that such Person paid to acquire such Term Loans, without premium,
penalty, prepayment fee or breakage, and/or (C) require such Person to assign, without recourse (in accordance with and subject to
the restrictions contained in this Section 9.05), all of its interests, rights and obligations under this Agreement to one or
more Eligible Assignees at the price indicated in clause (i) above; provided that in the case of clause (C)
above, the relevant assignment shall otherwise comply with this Section 9.05 (except that no registration and processing fee
required under this Section 9.05 shall be required with respect to any assignment pursuant to this paragraph); (ii) for
purposes of voting, any Loans and Commitments held by such Person shall be deemed not to be outstanding, and such Person shall have
no voting or consent rights with respect to “Required Lender” or class or facility votes or consents, (iii) for purposes
of any matter requiring the vote or consent of each Lender (or each Lender affected by any amendment or waiver), such Person shall
be deemed to have voted or consented to approve such amendment or waiver if a majority of the affected Class or Facility (after
giving effect to clause (ii)) so approves, (iv) such Person shall not be permitted to attend meetings of the Lenders or
receive information prepared by the Administrative Agent, any Lender, Holdings, the Borrower or any of its subsidiaries in
connection with this Agreement and will not be permitted to attend or participate in conference calls or meetings attended solely by
the Lenders and the Administrative Agent, (v) such Person shall not be entitled to any expense reimbursement or indemnification
rights hereunder (including Section 9.03) or under any other Loan Document, (vi) such Person shall be otherwise deemed to be
a Defaulting Lender, and (vii) in no event shall such Person be entitled to receive amounts set forth in Section
2.13(h).  Nothing in this Section 9.05(g) shall be deemed to prejudice any right or remedy that Holdings or the
Borrower may otherwise have at law or equity.  Each Lender acknowledges and agrees that Holdings and its subsidiaries will
suffer irreparable harm if such Lender breaches any obligation under this Section 9.05 insofar as such obligation relates to
any assignment, participation or pledge to any Disqualified Institution without the Borrower’s prior written consent and,
therefore, each Lender agrees that Holdings and/or the Borrower may seek to obtain specific performance or other equitable or
injunctive relief to enforce this Section 9.05(g) against such Lender with respect to such breach without posting a bond or
presenting evidence of irreparable harm.


 



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(h)         Notwithstanding
anything to the contrary contained herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this
Agreement in respect of its Initial Term Loans or Additional Term Loans to an Affiliated Lender on a non-pro rata basis (A) through
Dutch Auctions open to all Lenders holding the relevant Initial Term Loans or such Additional Term Loans, as applicable, on a pro
rata basis or (B) through open market purchases, in each case with respect to clauses (A) and (B), without the
consent of the Administrative Agent; provided that:


 


(i)       
any Initial Term Loans or Additional Term Loans acquired by any Holding Company, the Borrower or any of its subsidiaries shall
be retired and cancelled to the extent permitted by applicable law; provided that upon any such retirement and cancellation, the
aggregate outstanding principal amount of the Initial Term Loans or Additional Term Loans, as applicable, shall be deemed reduced by the
full par value of the aggregate principal amount of the Initial Term Loans or Additional Term Loans so retired and cancelled, and each
principal repayment installment with respect to the Term Loans pursuant to Section 2.10(a) shall be reduced on a pro rata
basis by the full par value of the aggregate principal amount of Term Loans so cancelled;


 


(ii)     
any Initial Term Loans or Additional Term Loans acquired by any Non-Debt Fund Affiliate may (but shall not be required to) be contributed
to the Borrower or any of its subsidiaries for purposes of cancelling such Indebtedness (it being understood that any such Initial Term
Loans or Additional Term Loans shall be retired and cancelled immediately upon such contribution to the extent permitted by applicable
law); provided that upon any such cancellation, the aggregate outstanding principal amount of the Initial Term Loans or Additional
Term Loans, as applicable, shall be deemed reduced, as of the date of such contribution, by the full par value of the aggregate principal
amount of the Initial Term Loans or Additional Term Loans so contributed and cancelled, and each principal repayment installment with
respect to the Initial Term Loans pursuant to Section 2.10(a) shall be reduced pro rata by the full par value of the aggregate
principal amount of Initial Term Loans so contributed and cancelled;


 


(iii)   
the relevant Affiliated Lender and assigning Lender shall have executed an Affiliated Lender Assignment and Assumption and the
Assignment shall have been recorded in the Register;


 


(iv)     after
giving effect to such assignment and to all other assignments to all Affiliated Lenders, the aggregate principal amount of all
Initial Term Loans and Additional Term Loans then held by all Affiliated Lenders shall not exceed 25% of the aggregate principal
amount of the Initial Term Loans and Additional Term Loans then outstanding (after giving effect to any substantially simultaneous
cancellations thereof) (the “Affiliated Lender Cap”); provided that (x) each party hereto
acknowledges and agrees that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands,
actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in
connection with any compliance or non-compliance with this clause (g)(iv) or any purported assignment exceeding the
Affiliated Lender Cap (it being understood and agreed that the Affiliated Lender Cap is intended to apply to any Loans made
available to Affiliated Lenders by means other than formal assignment (e.g., as a result of an acquisition of another Lender
(other than any Debt Fund Affiliate)) by any Affiliated Lender or the provision of Additional Term Loans by any Affiliated Lender);
and (y)  that to the extent that any assignment to any Affiliated Lender would result in the aggregate principal amount of all
Initial Term Loans and Additional Term Loans held by Affiliated Lenders exceeding the Affiliated Lender Cap (after giving effect to
any substantially simultaneous cancellations thereof), the assignment of the relevant excess amount shall be deemed to have been
contributed directly or indirectly to the Borrower and cancelled;


 



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(v)     
in connection with any assignment effected pursuant to a Dutch Auction and/or open market purchase conducted by any Holding Company,
the Borrower or any of its subsidiaries, (A) the relevant Person may not use the proceeds of the ABL Facility or any Additional Revolving
Loans to fund such assignment and (B) no Event of Default exists at the time of acceptance of bids for the Dutch Auction or the confirmation
of such open market purchase, as applicable; and


 


(vi)    
by its acquisition of Term Loans, each relevant Affiliated Lender shall be deemed to have acknowledged and agreed that:


 


(A)          subject
to clause (iv) above, the Term Loans held by such Affiliated Lender shall be disregarded in both the numerator and denominator
in the calculation of any Required Lender or other Lender vote (and the Term Loans held by such Affiliated Lender shall be deemed to
be voted pro rata along with the other Lenders that are not Affiliated Lenders); provided that (x) such Affiliated
Lender shall have the right to vote (and the Term Loans held by such Affiliated Lender shall not be so disregarded) with respect to any
amendment, modification, waiver, consent or other action that requires the vote of all Lenders or all Lenders directly and adversely
affected thereby, as the case may be, and (y) no amendment, modification, waiver, consent or other action shall (1) disproportionately
affect such Affiliated Lender in its capacity as a Lender as compared to other Lenders of the same Class that are not Affiliated Lenders
or (2) deprive any Affiliated Lender of its share of any payments which the Lenders are entitled to share on a pro rata basis
hereunder, in each case without the consent of such Affiliated Lender; and


 


(B)           such
Affiliated Lender, solely in its capacity as an Affiliated Lender, will not be entitled to (i) attend (including by telephone) or participate
in any meeting or discussion (or portion thereof) among the Administrative Agent or any Lender or among Lenders to which the Loan Parties
or their representatives are not invited or (ii) receive any information or material prepared by the Administrative Agent or any Lender
or any communication by or among the Administrative Agent and one or more Lenders, except to the extent such information or materials
have been made available by the Administrative Agent or any Lender to any Loan Party or its representatives (and in any case, other than
the right to receive notices of Borrowings, prepayments and other administrative notices in respect of its Initial Term Loans or Additional
Term Loans required to be delivered to Lenders pursuant to Article II); and


 


(vii)   no
Affiliated Lender shall be required to represent or warrant that it is not in possession of material non-public information with
respect to Holdings, the Borrower and/or any subsidiary thereof and/or their respective securities in connection with any assignment
permitted by this Section 9.05(h).


 






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Notwithstanding anything to the contrary contained
herein, any Lender may, at any time, assign all or a portion of its rights and obligations under this Agreement in respect of its Initial
Term Loans or Additional Term Loans to any Debt Fund Affiliate, and any Debt Fund Affiliate may, from time to time, purchase Initial Term
Loans or Additional Term Loans (x) on a non-pro rata basis through Dutch Auctions open to all applicable Lenders or (y) on a non-pro
rata basis through open market purchases without the consent of the Administrative Agent, in each case, notwithstanding the requirements
set forth in sub-clauses (i) through (vii) of this clause (g); provided that the Initial Term Loans, Additional
Term Loans of all Debt Fund Affiliates shall not account for more than 49.9% of the amounts included in determining whether the Required
Lenders have (A) consented to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan
Document or any departure by any Loan Party therefrom, or subject to the immediately succeeding paragraph, any plan of reorganization
pursuant to the Bankruptcy Code, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required the Administrative
Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document. Any Initial
Term Loans or Additional Term Loans acquired by any Debt Fund Affiliate may (but shall not be required to) be contributed to the Borrower
or any of its subsidiaries for purposes of cancelling such Indebtedness (it being understood that any Initial Term Loans or Additional
Term Loans so contributed shall be retired and cancelled immediately to the extent permitted by applicable law); provided that
upon any such cancellation, the aggregate outstanding principal amount of the Initial Term Loans or other Term Loans shall be deemed reduced,
as of the date of such contribution, by the full par value of the aggregate principal amount of the Initial Term Loans or Additional Term
Loans so contributed and cancelled, and each principal repayment installment with respect to the Initial Term Loans pursuant to Section 2.10(a)
shall be reduced pro rata by the full par value of the aggregate principal amount of Loans so contributed and cancelled.


 


Notwithstanding anything in
this Agreement or any other Loan Document to the contrary, each Affiliated Lender hereby agrees that, if a proceeding under any Debtor
Relief Law is commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated
Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Initial
Term Loans or Additional Term Loans held by such Affiliated Lender in the same proportion as the vote of Lenders that are not Affiliated
Lenders on the relevant matter; provided that in connection with any matter that proposes to treat any Obligations held by such
Affiliated Lender in a manner that is different than the proposed treatment of similar Obligations held by Lenders that are not Affiliates,
(a) such Affiliated Lender shall be entitled to vote in accordance with its sole discretion and (b) the Administrative Agent shall not
be entitled to vote on behalf of such Affiliated Lender. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such
appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead
of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Initial Term Loans or Additional Term Loans
and participations therein and not in respect of any other claim or status that such Affiliated Lender may otherwise have), from time
to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent
may deem reasonably necessary to carry out the provisions of (but subject to the limitations set forth in) this paragraph.


 


Section 9.06.                 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 regardless
of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent may have had notice
or knowledge of any existing Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder,
and shall continue in full force and effect until the Termination Date. The provisions of Sections 2.15, 2.16, 2.17,
9.03 and 9.13 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 any Additional Commitment, the
occurrence of the Termination Date or the termination of this Agreement or any provision hereof but in each case, subject to the limitations
set forth in this Agreement.


 






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Section 9.07.                  Counterparts; Integration; Effectiveness; Electronic Execution.


 


(a)            
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,
the Intercreditor Agreement (and any other Acceptable Intercreditor Agreement) and the Fee Letter and any separate letter agreements with
respect to fees payable to the Administrative Agent constitute the entire agreement 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. This Agreement
shall become effective when it has been executed by Holdings, the Borrower and the Administrative Agent and when the Administrative Agent
has 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 permitted assigns. Delivery of an executed
counterpart of a signature page to this Agreement by email as a “.pdf” or “.tiff” attachment shall be effective
as delivery of a manually executed counterpart of this Agreement.


 


(b)           
The words “execute,” “execution,” “signed,” “signature,” and words of like import
in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without
limitation Assignment and Assumptions, amendments or other modifications, Borrowing Requests, waivers and consents) shall be deemed to
include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by
the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for
in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding
anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in
any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


 


Section 9.08.                 Severability. To the extent permitted by law, 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
9.09.                 Right
of Setoff. At any time when an Event of Default exists, upon the written consent of the Administrative Agent, each Lender 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 set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other
obligations (in any currency) at any time owing by the Administrative Agent or such Lender or Affiliate (including by branches and
agencies of the Administrative Agent or such Lender, wherever located) to or for the credit or the account of the Borrower or any
Loan Party against any of and all the Secured Obligations held by the Administrative Agent or such Lender or Affiliate, in each
case, except to the extent such amounts, deposits, obligations, credit or account constitute Excluded Assets, irrespective of
whether or not the Administrative Agent or such Lender or Affiliate shall have made any demand under the Loan Documents and although
such obligations may be contingent or unmatured or are owed to a branch or office of such Lender different than the branch or office
holding such deposit or obligation on such Indebtedness. Any applicable Lender or Affiliate shall promptly notify the Borrower and
the Administrative Agent of such set-off or application; provided that any failure to give or any delay in giving such notice
shall not affect the validity of any such set-off or application under this Section 9.09 except to the extent such amounts,
deposits, obligations, credit or account constitute Excluded Assets. The rights of each Lender, the Administrative Agent and each
Affiliate under this Section 9.09 are in addition to other rights and remedies (including other rights of setoff) which such
Lender, the Administrative Agent or such Affiliate may have.


 


Section 9.10.                  Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)            
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) AND ANY CLAIM, CONTROVERSY
OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN THE OTHER LOAN
DOCUMENTS), WHETHER IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


 


(b)           
Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction (subject
to the last sentence of this clause (b)) of any U.S. Federal or New York State court sitting in the Borough of Manhattan, in the
City of New York (or any appellate court therefrom) over any suit, action or proceeding arising out of or relating to any Loan Documents
and agrees that all claims in respect of any such action or proceeding shall (except as permitted below) be heard and determined in such
New York State or, to the extent permitted by law, federal court; provided that with respect to any suit, action or proceeding
arising out of or relating to the Merger Agreement or the transactions contemplated thereby which does not involve any claims against
the Arrangers, the Lenders or any indemnified person, this sentence shall not override any jurisdiction provision in the Merger Agreement.
Each party hereto agrees that service of any process, summons, notice or document by registered mail addressed to such Person shall be
effective service of process against such Person for any suit, action or proceeding brought in any such court. Each party hereto agrees
that a final judgment in any such action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Each party hereto agrees that the Administrative Agent retains the right to bring proceedings (on behalf of itself
and/or the Secured Parties) against any Loan Party in the courts of any other jurisdiction solely in connection with the exercise of any
rights under any Collateral Document.


 


(c)            
Each party 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 (b) of this


 


Section 9.10. Each party
hereto hereby irrevocably waives, to the fullest extent permitted by law, any claim or defense of an inconvenient forum to the maintenance
of such action, suit or proceeding in any such court.


 


(d)           
To the extent permitted by law, each party hereto hereby irrevocably waives personal service of any and all process upon it and
agrees that all such service of process may be made by registered mail (or any substantially similar form of mail) directed to it at its
address for notices as provided for in Section 9.01.


 


(e)            
Each party hereto hereby waives any objection to such service of process and further irrevocably waives and agrees not to plead
or claim in any action or proceeding commenced hereunder or under any loan document that service of process was invalid and ineffective.
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.


 






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Section 9.11.                  Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY. EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO 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 9.11.


 


Section 9.12.                 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
9.13.                  Confidentiality.
Each of the Administrative Agent, each Lender and each Arranger agrees (and each Lender agrees to cause its SPC, if any) to maintain
the confidentiality of the Confidential Information (as defined below), except that Confidential Information may be disclosed (a) to
its and its Affiliates’ directors, officers, managers, employees, independent auditors, or other experts and advisors,
including accountants, legal counsel and other advisors (collectively, the “Representatives”) on a “need to
know” basis solely in connection with the transactions contemplated hereby and who are informed of the confidential nature of
the Confidential Information and are or have been advised of their obligation to keep the Confidential Information of this type
confidential; provided that (x) such Person shall be responsible for its Affiliates’ and their Representatives’
compliance with this paragraph and (y) unless the Borrower otherwise consents, no such disclosure shall be made by the
Administrative Agent, each Arranger, any Lender or any Affiliate or Representative thereof to any Affiliate or Representative of the
Administrative Agent, each Arranger, or any Lender that is a Disqualified Institution, (b) upon the demand or request of any
regulatory or Governmental Authority (including any self-regulatory body or any Federal Reserve Bank or other central bank acting as
pledgee pursuant to Section 9.05) purporting to have jurisdiction over such Person or its Affiliates (in which case such
Person shall, except with respect to any audit or examination conducted by bank accountants or any Governmental Authority or
regulatory or self-regulatory authority exercising examination or regulatory authority, to the extent practicable and permitted by
law, (i) inform the Borrower promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any information
so disclosed is accorded confidential treatment), (c) to the extent compelled by legal process in, or reasonably necessary to, the
defense of such legal, judicial or administrative proceeding, in any legal, judicial or administrative proceeding or otherwise as
required by applicable Requirements of Law (in which case such Person shall (i) except with respect to any disclosures required in
the ordinary course by the Securitization Regulation or similar law or regulation applicable to such Lender, to the extent
practicable and permitted by law, inform the Borrower promptly in advance thereof and (ii) use commercially reasonable efforts to
ensure that any such information so disclosed is accorded confidential treatment), (d) to any other party to this Agreement,
(e) to any Lender, Participant, counterparty or prospective Lender, Participant or counterparty, subject to an acknowledgment
and agreement by the relevant recipient that the Confidential Information is being disseminated on a confidential basis (on
substantially the terms set forth in this paragraph or as otherwise reasonably acceptable to the Borrower and the Administrative
Agent) in accordance with the standard syndication process of the Arrangers or market standards for dissemination of the relevant
type of information, which shall in any event require “click through” or other affirmative action on the part of the
recipient to access the Confidential Information and acknowledge its confidentiality obligations in respect thereof, to (i) any
Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or prospective Participant in, any of its rights or
obligations under this Agreement, including any SPC (in each case other than a Disqualified Institution), (ii) any pledgee referred
to in Section 9.05, and (iii) any actual or prospective, direct or indirect contractual counterparty (or its advisors)
to any Derivative Transaction (including any credit default swap) or similar derivative product to which any Loan Party is a party,
(f) with the prior written consent of the Borrower and subject to the Borrower’s prior approval of the information to be
disclosed (not to be unreasonably withheld or delayed) to one or more ratings agencies in connection with obtaining ratings
(including “shadow ratings”) of the Borrower or the Loans, (g) to the extent the Confidential Information becomes
publicly available other than as a result of a breach of this Section 9.13 by such Person, its Affiliates or their respective
Representatives, (h) to insurers, any numbering administration or settlement services providers on a “need to know”
basis solely in connection with the transactions contemplated hereby and who are informed of the confidential nature of the
Confidential Information and are or have been advised of their obligation to keep the Confidential Information of this type
confidential; provided that any disclosure made in reliance on this clause (h) is limited to the general terms of this
Agreement and does not include financial or other information relating to Holdings, the Borrower and/or any of their respective
subsidiaries and (i) to the extent required to be so disclosed in any public filings by a Lender with the SEC. For purposes of this Section
9.13, “Confidential Information” means all information relating to the Borrower and/or any of its
subsidiaries and their respective businesses, the Sponsor or the Transactions (including any information obtained by the
Administrative Agent, any Lender or any Arranger, or any of their respective Affiliates or Representatives, based on a review of the
books and records relating to the Borrower and/or any of its subsidiaries and their respective Affiliates from time to time,
including prior to the date hereof) other than any such information that is publicly available to the Administrative Agent or any
Arranger, or Lender on a non-confidential basis prior to disclosure by the Borrower or any of its subsidiaries. For the avoidance of
doubt, in no event shall any disclosure of any Confidential Information be made to Person that is a Disqualified Institution at the
time of disclosure.


 






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Section
9.14.                 No
Fiduciary Duty. Each of the Administrative Agent, the Arrangers, each Lender and their respective Affiliates (collectively,
solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of
the Loan Parties, their stockholders and/or their respective affiliates. Each Loan Party agrees that nothing in the Loan Documents
or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any
Lender, on the one hand, and such Loan Party, its respective stockholders or its respective affiliates, on the other. Each Loan
Party acknowledges and agrees that: (i) the transactions contemplated by the Loan Documents (including the exercise of rights
and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the
Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an
advisory or fiduciary responsibility in favor of any Loan Party, its respective stockholders or its respective affiliates with
respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading
thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its respective
stockholders or its respective Affiliates on other matters) or any other obligation to any Loan Party except the obligations
expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of
such Loan Party, its respective management, stockholders, creditors or any other Person. Each Loan Party acknowledges and agrees
that such Loan Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is
responsible for making its own independent judgment with respect to such transactions and the process leading thereto.


 


Section 9.15.                  Several
Obligations. The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make
any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its obligations hereunder.


 


Section 9.16.                  USA PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies the Loan Parties
that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies each
Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify
such Loan Party in accordance with the USA PATRIOT Act.


 


Section 9.17.                 Disclosure.
Each Loan Party and each Lender hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time
may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their respective Affiliates.


 


Section 9.18.                 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 Lenders, in Collateral which, in accordance with Article 9 of the UCC or any other applicable law can
be perfected only by possession and such possession is required by the Perfection Requirements. If any Lender (other than the Administrative
Agent) obtains possession of any 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.


 


Section 9.19.                  Interest Rate Limitation.


 


(a)             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 “Charged Amounts”),
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 Charged Amounts payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charged Amounts that would have been payable in respect of such Loan but were not payable as a result of
the operation of this Section 9.19 shall be cumulated and the interest and Charged Amounts 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 Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 


(b)           
Any provision of this Agreement that would oblige a Loan Party to pay any fine, penalty or rate of interest on any arrears of principal
or interest secured by a mortgage on real property that has the effect of increasing the charge on arrears beyond the rate of interest
payable on principal money not in arrears shall not apply to such Loan Party, which shall be required to pay interest on money in arrears
at the same rate of interest payable on principal money not in arrears.


 






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Section 9.20.                  Intercreditor
Agreement.


 


REFERENCE IS MADE TO THE ABL
INTERCREDITOR AGREEMENT AND EACH OTHER APPLICABLE ACCEPTABLE INTERCREDITOR AGREEMENT. EACH LENDER HEREUNDER AGREES THAT IT WILL BE BOUND
BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF THE ABL INTERCREDITOR AGREEMENT OR SUCH OTHER ACCEPTABLE INTERCREDITOR AGREEMENT
AND AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE ABL INTERCREDITOR AGREEMENT AND ANY OTHER ACCEPTABLE INTERCREDITOR
AGREEMENT AS “AGENT” AND ON BEHALF OF SUCH LENDER. THE PROVISIONS OF THIS SECTION 9.20 ARE NOT INTENDED TO SUMMARIZE
ALL RELEVANT PROVISIONS OF THE ABL INTERCREDITOR AGREEMENT AND ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT. REFERENCE MUST BE MADE TO
THE ABL INTERCREDITOR AGREEMENT OR ANY OTHER ACCEPTABLE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF.
EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE ABL INTERCREDITOR AGREEMENT (AND ANY OTHER ACCEPTABLE INTERCREDITOR
AGREEMENT) AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION
TO ANY LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE ABL INTERCREDITOR AGREEMENT OR ANY OTHER ACCEPTABLE
INTERCREDITOR AGREEMENT.


 


Section 9.21.                 Conflicts.
Notwithstanding anything to the contrary contained herein or in any other Loan Document (but excluding any applicable Acceptable Intercreditor
Agreement), in the event of any conflict or inconsistency between this Agreement and any other Loan Document (excluding any applicable
Acceptable Intercreditor Agreement), the terms of this Agreement shall govern and control; provided that in the case of any conflict
or inconsistency between any applicable Acceptable Intercreditor Agreement and any other Loan Document, the terms of such Acceptable
Intercreditor Agreement shall govern and control.


 


Section
9.22.                  Release
of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall
automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the
consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases
to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related
transactions permitted hereunder) as certified by a Responsible Officer of the Borrower, (b) in the case of any Discretionary
Guarantor, the Borrower elects, in its sole discretion, any Discretionary Guarantor to be released from its obligations hereunder,
so long as in the case of any such Discretionary Guarantor that is a Restricted Subsidiary of the Borrower, (i) such Discretionary
Guarantor is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted
hereunder; and (ii) after giving effect to such election and release, the Indebtedness of such Discretionary Guarantor outstanding
upon such election and release will be deemed to constitute Indebtedness of a Restricted Subsidiary that is not a Loan Party for
purposes of this Agreement, in each case as certified by a Responsible Officer of the Borrower, and/or (c) upon the occurrence of
the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the
relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence
termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22
shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to
execute and deliver such documents).


 






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Section 9.23.                 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, to the extent such liability is unsecured, 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 9.24.                  Lender Representation.


 


(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 each other Arranger 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 29 CFR § 2510.3-101, as modified by Section 3(42)
of ERISA or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans in connection with the
Loans or the Commitments,


 






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(ii)     
 the prohibited 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 so as to exempt from the prohibitions of Section 406 of ERISA
and Section 4975 of the Code such Lender’s entrance into, participation in, administration of and performance of the Loans, 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 Commitments and this Agreement, (C) the entrance into, participation in, administration of and
performance of the Loans, 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 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 not 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, 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 each other Arranger 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 none of the Administrative Agent or each other Arranger or their respective Affiliates is
a fiduciary with respect to the assets of such Lender involved in the Loans, the Commitments and this Agreement (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related
to hereto or thereto).


 


Section 9.25.                Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Hedge Agreements 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):


 


(a)             In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a
proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be
effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a
Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be
exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States
or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the
parties with respect to a Defaulting Lender hereunder shall in no event affect the rights of any Covered Party under a Supported QFC
or any QFC Credit Support.


 






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(b)            
As used in this Section 9.25, the following terms have the following meanings:


 


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


 


“Covered
Entity” means any of the following:


 


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


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


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


 


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


 


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


 


[Signature
Pages Follow]


 






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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.


 


	 	HILLMAN INVESTMENT COMPANY,
	 	as Holdings
	 	 	 
	 	By:	  /s/ Douglas D. Roberts      
	 	 	Name: Douglas D. Roberts
	 	 	Title:   Vice President, Secretary, and General Counsel
	 	 	 
	 	THE HILLMAN GROUP, INC.,
	 	as Borrower
	 	 	 
	 	By:	 /s/ Douglas D. Roberts             
	 	 	Name: Douglas D. Roberts
	 	 	Title:   Vice President, Secretary, and General Counsel



  


Signature
Page to Credit Agreement (HELIOS 2021)

 









     


     


    

 


	 	JEFFERIES FINANCE LLC,
	 	individually, as Administrative Agent
	 	 	 
	 	By:	 /s/ E. J. Hess          
	 	 	Name: E. J. Hess
	 	 	Title:   Managing Director
	 	 	 
	 	JEFFERIES FINANCE LLC,
	 	as an Initial Term Lender 
	 	 	 
	 	By:	  /s/ E. J. Hess         
	 	 	Name: E. J. Hess
	 	 	Title:   Managing Director



 


Signature
Page to Credit Agreement (Helios 2021)