Exhibit 10.1


 


Execution Version










 



 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT


 


among


 


RMCO, LLC,


 


RE/MAX, LLC,


 


as Borrower,


 


The Several Lenders from Time to Time Parties Hereto,


 


and


 


JPMorgan Chase Bank, N.A.,


 


as Administrative Agent


 


Dated as of July 21, 2021


 





 



 


JPMorgan Chase Bank, N.A.


 


as Lead Arranger and Sole Bookrunner


 






    


     


    

 


TABLE OF CONTENTS


 


	 	 	Page

	 	 	 
	Section 1.	DEFINITIONS	2
	 	 	 
	1.1	Defined Terms	2
	1.2	Other Definitional Provisions	36
	1.3	Interest Rates; LIBOR Notification	37
	1.4	Divisions	37
	1.5	Certain Calculations	37
	1.6	Amendment and Restatement	37
	 	 	 
	Section 2.	AMOUNT AND TERMS OF COMMITMENTS	38
	 	 	 
	2.1	Term Commitments	38
	2.2	Procedure for Term Loan Borrowing	38
	2.3	Repayment of Term Loans	39
	2.4	Revolving Commitments	39
	2.5	Procedure for Revolving Loan Borrowing	39
	2.6	Commitment Fees, etc.	40
	2.7	Termination or Reduction of Revolving Commitments	40
	2.8	Optional Prepayments	40
	2.9	Mandatory Prepayments and Commitment Reductions	41
	2.10	Conversion and Continuation Options	42
	2.11	Limitations on Eurodollar Tranches	42
	2.12	Interest Rates and Payment Dates	42
	2.13	Computation of Interest and Fees	43
	2.14	Inability to Determine Interest Rate	43
	2.15	Pro Rata Treatment and Payments	45
	2.16	Requirements of Law	46
	2.17	Taxes	48
	2.18	Indemnity	50
	2.19	Change of Lending Office	51
	2.20	Replacement of Lenders	51
	2.21	Defaulting Lenders	52
	2.22	Incremental Facilities	54
	2.23	Extension of Loans and Revolving Commitments	55
	 	 	 
	Section 3.	LETTERS OF CREDIT	58
	 	 	 
	3.1	L/C Commitment	58
	3.2	Procedure for Issuance of Letter of Credit	58
	3.3	Fees and Other Charges	59
	3.4	L/C Participations	59
	3.5	Reimbursement Obligation of the Borrower	60
	3.6	Obligations Absolute	60
	3.7	Letter of Credit Payments	61
	3.8	Applications	61



  






    


     


    

 


	Section 4.	REPRESENTATIONS AND WARRANTIES	61
	 	 	 



	4.1	Financial Condition	61
	4.2	No Change	61
	4.3	Existence; Compliance with Law	61
	4.4	Power; Authorization; Enforceable Obligations	62
	4.5	No Legal Bar	62
	4.6	Litigation	62
	4.7	No Default	62
	4.8	Ownership of Property; Liens	62
	4.9	Intellectual Property	62
	4.10	Taxes	63
	4.11	Federal Regulations	63
	4.12	ERISA	63
	4.13	Investment Company Act; Other Regulations	64
	4.14	Subsidiaries	64
	4.15	Environmental Matters	64
	4.16	Accuracy of Information, etc.	65
	4.17	Security Documents	65
	4.18	Solvency	66
	4.19	Anti-Terrorism Laws	66
	4.20	Affected Financial Institutions	67
	 	 	 
	Section 5.	CONDITIONS PRECEDENT	67
	 	 	 
	5.1	Conditions to Initial Loan	67
	5.2	Conditions to Each Loan	69
	 	 	 
	Section 6.	AFFIRMATIVE COVENANTS	69
	 	 	 
	6.1	Financial Statements	69
	6.2	Certificates; Other Information	70
	6.3	Payment of Tax and Government Liabilities	71
	6.4	Maintenance of Existence; Compliance	72
	6.5	Maintenance of Property; Insurance	72
	6.6	Inspection of Property; Books and Records; Discussions	72
	6.7	Notices	72
	6.8	Environmental Laws	73
	6.9	Additional Collateral, etc.	73
	6.10	Use of Proceeds	75
	6.11	Maintenance of Ratings	75
	6.12	Anti-Corruption Laws and Sanctions	75
	6.13	Post-Closing Obligations	75
	 	 	 
	Section 7.	NEGATIVE COVENANTS	75
	 	 	 
	7.1	Financial Condition Covenant	75
	7.2	Indebtedness	76
	7.3	Liens	78
	7.4	Fundamental Changes	80
	7.5	Disposition of Property	81
	7.6	Restricted Payments	82
	7.7	Investments	83



 






    ii


     


    

 


	7.8	Optional Payments and Modifications of Certain Debt Instruments.	84
	7.9	Transactions with Affiliates	84
	7.10	Sales and Leasebacks	85
	7.11	Limitation on Activities of Parent	85
	7.12	Changes in Fiscal Periods	85
	7.13	Negative Pledge Clauses	85
	7.14	Clauses Restricting Subsidiary Distributions	86
	7.15	Lines of Business	86
	7.16	Anti-Terrorism Law	86
	7.17	Anti-Corruption Law	86
	7.18	Embargoed Person	87
	7.19	Anti-Money Laundering	87
	7.20	Unrestricted Subsidiaries	87
	 	 	 
	Section 8.	EVENTS OF DEFAULT	87
	 	 	 
	Section 9.	THE ADMINISTRATIVE AGENT	91
	 	 	 
	9.1	Appointment	91
	9.2	Delegation of Duties	91
	9.3	Exculpatory Provisions	91
	9.4	Reliance by Administrative Agent	92
	9.5	Notice of Default	92
	9.6	Non-Reliance on Agents and Other Lenders	92
	9.7	Indemnification	93
	9.8	Agent in Its Individual Capacity	93
	9.9	Successor Administrative Agent	93
	9.10	Certain ERISA Matters	94
	9.11	Acknowledgements of Lenders and Issuing Lenders	95
	 	 	 
	Section 10.	MISCELLANEOUS	96
	 	 	 
	10.1	Amendments and Waivers	96
	10.2	Notices	97
	10.3	No Waiver; Cumulative Remedies	98
	10.4	Survival of Representations and Warranties	99
	10.5	Expenses; Limitation of Liability; and Taxes	99
	10.6	Successors and Assigns; Participations and Assignments	100
	10.7	Adjustments; Set-off	103
	10.8	Counterparts	104
	10.9	Severability	105
	10.10	Integration	105
	10.11	Governing Law; JURISDICTION; consent to service of process	105
	10.12	Submission to Jurisdiction; Waivers	106
	10.13	Acknowledgements	107
	10.14	Releases of Guarantees and Liens	107
	10.15	Confidentiality	108
	10.16	WAIVERS OF JURY TRIAL	108
	10.17	USA PATRIOT Act	109
	10.18	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	109
	10.19	Acknowledgment Regarding Any Supported QFCs	109



 






    iii


     


    

 


	SCHEDULES:	 
	 	 
	1.1A	Commitments	 
	1.1B	Immaterial Subsidiaries	 
	4.6	Litigation	 
	4.14	Subsidiaries	 
	4.17(a)	UCC Filing Jurisdictions	 
	6.13	Post-Closing Obligations	 
	7.2(d)	Existing Indebtedness	 
	7.3(e)	Existing Liens	 
	7.7	Investments	 
	7.9	Transaction with Affiliates	 


 


	EXHIBITS:	 
	 	 
	A	Form of Guarantee and Collateral Agreement	 
	B	Form of Compliance Certificate	 
	C	Form of New Lender Supplement	 
	D	Form of Increased Facility Activation Notices	 
	E	Closing Certificate	 
	F	Form of Solvency Certificate	 
	G	Form of Perfection Certificate	 
	H	Form of Assignment and Assumption	 
	I	Form of U.S. Tax Compliance Certificate	 
	J	Form of Borrowing Notice	 
	K	Form of Continuation/Conversion Notice	 
	L-1	Form of Lender Addendum (Cashless Roll)	 
	L-2	Form of Lender Addendum (Additional Term Lender)	 
	L-3	Form of Lender Addendum (Consenting Lender)	 


 






    


     


    




 



 


SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
 “Agreement”), dated as of July 21, 2021, among RMCO, LLC, a Delaware limited liability company (“Parent”),
RE/MAX, LLC (f/k/a RE/MAX International, LLC), a Delaware limited liability company (the “Borrower”), the several banks
and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and JPMorgan
Chase Bank, N.A., as administrative agent.


 


WHEREAS, Parent and the Borrower
are party to the Amended and Restated Credit Agreement, dated as of December 15, 2016 (as amended prior to the date hereof, the “Existing
Credit Agreement”), among the Borrower, Parent, the several banks and other financial institutions or entities from time to
time parties thereto as lenders, and the Administrative Agent;


 


WHEREAS, each Term Lender (under,
and as defined in, the Existing Credit Agreement, an “Existing Lender”) that executes and delivers a Lender Addendum
(Cashless Roll) attached hereto as Exhibit L-1 (a “Lender Addendum (Cashless Roll)”) will thereby (i) agree to the
terms of this Agreement and (ii) agree to continue all of its Term Loans (under, and as defined in, the Existing Credit Agreement, the
 “Existing Term Loans”) that are outstanding on the Closing Date (immediately prior to giving effect thereto) as a Term
Loan hereunder (such Lenders, collectively, the “Continuing Term Lenders”) in a principal amount equal to the aggregate
principal amount of such Existing Term Loans (or such lesser amount as notified to such Existing Lender by the Administrative Agent prior
to the Closing Date);


 


WHEREAS, subject to the preceding
recitals, each Person (other than a Continuing Term Lender in its capacity as such) that executes and delivers a Lender Addendum (Additional
Term Lender) attached hereto as Exhibit L-2 (a “Lender Addendum (Additional Term Lender)”) and agrees in connection
therewith to make a Term Loan (collectively, the “Additional Term Lenders”) will thereby (i) agree to the terms of
this Agreement and (ii) commit to make Term Loans to the Borrower on the Closing Date (the “Additional Term Loans”)
in such amount (not in excess of any such commitment) as is determined by the Administrative Agent and notified to such Additional Term
Lender;


 


WHEREAS, each Existing Lender that
executes and delivers a Lender Addendum (Consenting Lender) attached hereto as Exhibit L-3 (a “Lender Addendum (Consenting Lender)”
and, together with a Lender Addendum (Cashless Roll) and a Lender Addendum (Additional Term Lender), the “Lender Addenda”))
will thereby agree to the terms of this Agreement (such Lenders, collectively, the “Consenting Term Lenders”; and,
for the avoidance of doubt, the Consenting Term Lenders shall not be Continuing Term Lenders or Additional Term Lenders); and


 


WHEREAS, Parent and the Borrower
wish to amend and restate the Existing Credit Agreement on the terms set forth herein;


 


NOW, THEREFORE, the parties hereto
hereby agree to amend and restate the Existing Credit Agreement as of the Closing Date, and the Existing Credit Agreement is hereby amended
and restated in its entirety as follows as of the Closing Date:


 






     


     


    

 


Section
1.   DEFINITIONS


 


1.1              
Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set
forth in this Section 1.1.


 


“ABR”: for any day, a rate
per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the NYFRB Rate in effect on such day plus 1⁄2
of 1% and (c) the Eurodollar Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately
preceding Business Day) plus 1%, provided that for the purpose of this definition, the Eurodollar Rate for any day shall be based on
the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at
approximately 11:00 a.m. London time on such day. Any change in the ABR due to a change in the Prime Rate, the NYFRB Rate or the
Eurodollar Rate shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate or the
Eurodollar Rate, respectively. If the ABR is being used as an alternate rate of interest pursuant to Section 2.14 (for the avoidance
of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the ABR shall be the greater
of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the ABR
as so determined would be less than 1.50%, such rate shall be deemed to be 1.50% for purposes of this Agreement.


 


“ABR Loans”: Loans the rate of
interest applicable to which is based upon the ABR.


 


“Acquisition”: the acquisition
by the Buyers (as defined in the Acquisition Agreement) of all issued and outstanding shares of capital stock of the Target Companies
pursuant to the terms of the Acquisition Agreement.


 


“Acquisition Agreement”: the Stock
Purchase Agreement, dated as of June 3, 2021, among A la Carte U.S., LLC, a Delaware limited liability company, A la Carte Investments
Canada, Inc., a British Columbia corporation, Brodero Holdings Inc., an Ontario corporation, Fire-Ball Holdings Corporation Ltd., an Ontario
corporation, and for the limited purposes set forth therein, the Borrower.


 


“Acquisition Consideration”: the
purchase consideration for any Permitted Acquisition, whether paid in cash or by exchange of Capital Stock (other than Capital Stock of
Parent) or of assets or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment
at any future time, whether or not any such future payment is subject to the occurrence of any contingency, based upon the Borrower’s
reasonable estimate of any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs”
and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent
upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment
that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under
GAAP at the time of such sale to be established in respect thereof by the Borrower or any of its Subsidiaries.


 


“Additional Term Lender”: as defined
in the recitals hereto.


 


“Additional Term Loans”: as defined
in the recitals hereto.


 


“Administrative Agent”: JPMorgan
Chase Bank, N.A., together with its Affiliates, as the arranger of the Commitments and as the administrative agent for the Lenders under
this Agreement and the other Loan Documents, together with any of its successors.


 


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


 


“Affiliate”: as to any Person,
any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.


 


“Aggregate Exposure”: with
respect to any Lender at any time, an amount equal to (a) until the Closing Date, the aggregate amount of such Lender’s
Commitments at such time and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s Term
Loans and (ii) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been
terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.


 


“Aggregate Exposure Percentage”:
with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to
the Aggregate Exposure of all Lenders at such time.


 






    2 


     


    

 


“Agreement”: as defined in the
preamble hereto.


 


“Anti-Corruption Laws”: all laws,
rules, and regulations of any jurisdiction applicable to the Borrower or any of the Borrower’s subsidiaries from time to time concerning
or relating to bribery or corruption.


 


“Anti-Terrorism Laws”: as defined
in Section 4.19.


 


“Applicable Margin”: (a) 1.50%
per annum, in the case of ABR Loans and (b) 2.50% per annum in the case of Eurodollar Loans.


 


“Application”: an application,
in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to open a Letter of Credit.


 


“Approved Fund”: as defined in
Section 10.6(b).


 


“Asset Sale”: any Disposition
of property or series of related Dispositions of property (excluding any such Disposition permitted by clause (a), (b), (c) (as to RE/MAX
Brokerage, LLC and its Subsidiaries), (d), (e), (f), (g), (h), (i) or (j) of Section 7.5) that yields gross proceeds to the Borrower or
any of its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other
debt securities and valued at fair market value in the case of other non-cash proceeds) in excess of $5,000,000 per Disposition or series
of related Dispositions.


 


“Assignee”: as defined in Section
10.6(b).


 


“Assignment and Assumption”: an
Assignment and Assumption, substantially in the form of Exhibit H.


 


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


 


(a)               
the sum of:


 


(i)                
the Retained Excess Cash Flow Amount; plus


 


(ii)              
to the extent made in cash, the amount of, and to the extent made in marketable securities or other property, the fair market value
of (as determined in good faith by the Borrower), any capital contribution to Parent or any parent of Parent which is directly or indirectly
contributed to the Borrower after the Closing Date (other than such amount constituting a Specified Equity Contribution); plus


 


(iii)            
the Net Cash Proceeds of new public or private issuances of Qualified Capital Stock in Parent or any parent of Parent which are
directly or indirectly contributed to the Borrower after the Closing Date (other than such amount constituting a Specified Equity Contribution);
plus


 


(iv)             
 (x) the Net Cash Proceeds received by the Borrower or any 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 Subsidiary) of any Investment made pursuant to Section 7.7(m) and (y) to the extent not already reflected as a return of capital
with respect to such Investment for purposes of determining the amount of such Investment, the proceeds received by the Borrower or any
Subsidiary during the period from and including the day immediately following the Closing Date through and including such time in connection
with cash returns, cash profits, cash distributions and similar cash amounts, including cash principal repayments of loans, in each case
received in respect of any Investment made after the Closing Date pursuant to Section 7.7(m) (in an amount not to exceed the original
amount of such Investment); plus


 






    3 


     


    

 


(v)               
an amount equal to the sum of (A) the amount of any Investments by the Borrower or any Subsidiary pursuant to Section 7.7(m)
in any Unrestricted Subsidiary (in an amount not to exceed the original amount of such Investment) that has been re-designated as a Subsidiary
or has been merged, consolidated or amalgamated with or into, or is liquidated, wound up or dissolved into, the Borrower or any Subsidiary
and (B) the fair market value (as reasonably determined by the Borrower) of the assets or Capital Stock of any Unrestricted Subsidiary
that have been transferred, conveyed or otherwise distributed (in an amount not to exceed the original amount of the Investment in such
Unrestricted Subsidiary) to the Borrower or any Subsidiary, in each case, during the period from and including the day immediately following
the Closing Date through and including such time; plus


 


(vi)             
(i) the Net Cash Proceeds from any Asset Sale made pursuant to Section 7.5 for such period minus (ii) the portion of such Net Cash
Proceeds that has been (or is required to be) applied to the prepayment of Term Loans and reduction of Revolving Commitments in accordance
with Section 2.9(b); plus


 


(vii)           
the amount of any Declined Amounts; minus


 


(b)               
the sum of:


 


(i)                
Restricted Payments made pursuant to Section 7.6(e), plus


 


(ii)              
Investments made pursuant to Section 7.7(m) plus


 


(iii)            
the principal amount of optional or voluntary prepayments, repurchases, redemptions, defeasements, or segregation of funds with
respect to any Subordinated Indebtedness pursuant to Section 7.8(a);


 


in each case, after
the Closing Date and prior to such time or contemporaneously therewith.


 


“Available Revolving
Commitment”: as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving
Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding.


 


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


 


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


 


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


 






    4 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Benchmark Replacement Adjustment”:
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 Re-placement
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) any evolving or then-prevailing market convention for determining a spread adjustment,
or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement for dollar-denominated syndicated credit facilities;


 


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


 






    5 


     


    

 


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


 


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


 


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


 


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


 


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


 


(4) in the case of an Early Opt-in Election or an
Other Benchmark Rate Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election or Other Benchmark Rate
Election, as applicable, is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City
time) on the fifth (5th) Business Day after the date no-tice of such Early Opt-in Election or Other Benchmark Rate Election, as applicable,
is provided to the Lenders, written notice of objection to such Early Opt-in Election or Other Benchmark Rate Election, as applicable,
from Lenders comprising the Required Lenders.


 


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


 


“Benchmark Transition Event”:
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);


 


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


 


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


 


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


 






    6 


     


    

 


“Benchmark Unavailability Period”:
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”:
a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.


 


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


 


“Benefit Plan”: any of (a) an
 “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes
of the Plan Asset Regulations 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”.


 


“Benefitted Lender”: as defined
in Section 10.7(a).


 


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


 


“Borrower”: as defined in the
preamble hereto.


 


“Borrowing Date”: any Business
Day specified by the Borrower as a date on which the Borrower requests the relevant Lenders to make Loans hereunder.


 


“Business”: as defined in Section
4.15(b).


 


“Business Day”: a day other than
a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close, provided,
that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such
day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.


 


“Capital Expenditures”: for any
period, with respect to any Person, the aggregate of all expenditures by such Person and its Subsidiaries for the acquisition or leasing
(pursuant to a financing or capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs
and improvements during such period) that, in conformity with GAAP, would be classified as “property, plant or equipment”
or any comparable items on a cash flow statement of such Person and its Subsidiaries.


 


“Capital Stock”: any and all shares,
interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership
interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.


 






    7 


     


    

 


“Cash Equivalents”: (a)
marketable direct obligations issued by, or unconditionally guaranteed by, the United States Government or issued by any agency
thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of
acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits, bankers’ acceptances, money market
deposits, Eurodollar accounts or overnight bank deposits of any Lender or commercial bank, rated by two nationally recognized rating
agencies not lower than A-1 by S&P or P-1 by Moody’s or equivalent, and having maturities of 13 months or less from the
date of acquisition; (c) commercial paper of an issuer rated by two nationally recognized rating agencies not lower than A-1 by
S&P or P-1 by Moody’s or equivalent, and maturing within 13 months from the date of acquisition; (d) repurchase
obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of
not more than 13 months, with respect to securities issued or fully guaranteed or insured by the United States government; (e)
securities with maturities of 13 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth
or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or
by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or
foreign government (as the case may be) and rated by two nationally recognized rating agencies not lower than A by S&P or A by
Moody’s or equivalent; (f) securities with maturities of 13 months or less from the date of acquisition backed by standby
letters of credit issued by any Lender or any commercial bank; (g) money market mutual or similar funds that invest exclusively in
assets satisfying the requirements of clauses (a) through (f) of this definition; (h) money market funds that (i) comply with the
criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated by two nationally
recognized rating agencies not lower than AAA by S&P or Aaa by Moody’s or equivalent, and (iii) have portfolio assets of
at least $5,000,000,000; (i) tax-exempt securities, including municipal bonds/notes and variable rate demand notes, rated by two
nationally recognized rating agencies not lower than A-1 by S&P or P-1 by Moody’s or equivalent, with provisions for
liquidity or maturity accommodations of 13 months or less; and (j) floating and fixed rate obligations of corporations, banks, and
municipalities, including corporate bonds, medium term notes, floating rate notes, structured notes, deposit notes, Yankee notes and
bonds, euro dollar notes and bonds and auction rate securities (preferred stock or bonds), which (i) in the case of short term
securities are issued by an issuer which is rated by two nationally recognized rating agencies not lower than A-1 by S&P or P-1
by Moody’s or equivalent, or (ii) in the case of any other securities referenced in this clause (j), are issued by an issuer
rated by two nationally recognized rating agencies not lower than AA by S&P or Aa by Moody’s or equivalent. With respect
to any Foreign Subsidiary, “Cash Equivalents” shall also include any Investment substantially comparable to the
foregoing but in the currency of the jurisdiction of organization of such Subsidiary, or in Euros or Dollars.


 


“Cash Interest Expense”: for any
period, Consolidated Interest Expense for such period, including imputed interest expense for Financing Lease Obligations and excluding
any interest expense not payable in cash (such as, for example, amortization of discount, amortization of debt issuance costs and interest
payable-in-kind).


 


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


 






    8 


     


    

 


“CFC Holding Subsidiary”: any
Subsidiary (including a disregarded entity) substantially all the assets of which consist of (directly or indirectly through one or more
entities) the equity interests (or equity interests and indebtedness) of one or more CFCs.


 


“Change of Control”: (a) any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), excluding the Permitted Investors, shall become, or obtain rights (whether by means or warrants, options or otherwise)
to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly,
of greater than 35% of the Capital Stock of Parent with ordinary voting power for the election of directors of Parent unless any combination
of the Permitted Investors, directly or indirectly, owns or controls a greater percentage; or (b) at any time, a majority of members of
the board of directors (or equivalent) of Parent shall cease to consist of Continuing Directors.


 


“Closing Date”: the date on which
the conditions precedent set forth in Section 5.1 shall have been satisfied, which date is July 21, 2021.


 


“Code”: the U.S. Internal Revenue
Code of 1986, as amended.


 


“Collateral”: all property of
the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by any Security Document.


 


“Commitment”: as to any Lender,
the sum of the Term Commitment and the Revolving Commitment of such Lender.


 


“Commitment Fee Rate”: 1⁄2
of 1% per annum; provided that if as of the end of any fiscal quarter the Total Leverage Ratio is less than or equal to 2.5 to
1.0, the Commitment Fee Rate shall, effective during the period commencing on and including the date of delivery to the Administrative
Agent of the financial statements pursuant to Section 6.1(a) or (b), as applicable, and the related Compliance Certificate pursuant to
Section 6.2(a) indicating such Total Leverage Ratio and ending on the date of delivery of financial statements pursuant to Section 6.1(a)
or (b), as applicable, and the related Compliance Certificate pursuant to Section 6.2(a) indicating the Total Leverage Ratio is greater
than 2.5 to 1.0, mean 1⁄4 of 1% per annum.


 


“Commonly Controlled Entity”:
an entity, whether or not incorporated, that is under common control with the Borrower or a Group Member within the meaning of Section
4001 of ERISA or is part of a group that includes the Borrower or a Group Member and that is treated as a single employer under Section
414(b), (c), (m) or (o) of the Code.


 


“Compliance Certificate”: a certificate
duly executed by a Responsible Officer substantially in the form of Exhibit B.


 


 



    9


     


    





 


“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.


 


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


 


“Consolidated Amortization Expense”:
for any period, the amortization expense of the Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP.


 


“Consolidated Current Assets”:
as at any date of determination, the total assets of the Borrower and its Subsidiaries which may properly be classified as current assets
on a consolidated balance sheet of Borrower and its Subsidiaries in accordance with GAAP (excluding cash and Cash Equivalents).


 


“Consolidated Current Liabilities”:
as at any date of determination, the total liabilities of Borrower and its Subsidiaries which may properly be classified as current liabilities
(other than the current portion of any Loans or any other Funded Debt) on a consolidated balance sheet of the Borrower and its Subsidiaries
in accordance with GAAP.


 


“Consolidated Depreciation Expense”:
for any period, the depreciation expense of the Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance
with GAAP.


 


“Consolidated EBITDA”: for any
period, Consolidated Net Income for such period adjusted by (x) adding thereto, in each case (except for clause (j)) only to the
extent (and in the same proportion) deducted in determining such Consolidated Net Income and without duplication (and with respect to
the portion of Consolidated Net Income attributable to any Subsidiary of the Borrower only if a corresponding amount would not be prohibited
at the date of determination to be distributed to the Borrower by such Subsidiary, pursuant to the terms of its Contractual Obligations
and Requirements of Law applicable to such Subsidiary or its equityholders):


 


(a)               
Consolidated Interest Expense for such period;


 


(b)               
Consolidated Amortization Expense for such period;


 


(c)               
Consolidated Depreciation Expense for such period;


 


(d)               
Consolidated Tax Expense for such period;


 


(e)               
the aggregate amount of all other non-cash charges (other than any write down or write off of receivables or any other payment
rights similar to receivables) reducing Consolidated Net Income (excluding any non-cash charge that results in an accrual of a reserve
for cash charges in any future period) for such period;


 


(f)                
compensation in the form of Capital Stock to employees, directors and officers;


 


(g)               
dividends or other equity distributions permitted and included in operating income for such period;


 



    10


     


    




 


(h)               
 fees and indemnities of directors;


 


(i)                
proceeds of business interruption insurance;


 


(j)                
the amount of any loss from restructuring charges or reserves (which for the avoidance of doubt, shall include change of
control bonuses, retention, escheat, fees related to executive recruiters, severance, relocation, excess pension charges, contract termination
costs and future lease commitments); and


 


(k)               
costs, fees, expenses and charges related to any Permitted Acquisition, any Investment permitted hereunder, any equity issuance
(including any initial public offering of the Borrower, Parent or PubCo), any Disposition permitted hereunder, the incurrence of any Indebtedness
permitted hereunder or the amendment or modification of any debt instrument permitted hereunder; and


 


(l)                
cost savings, operating expense reductions, operating improvements and synergies (collectively, “Expected Cost
Savings”) that are reasonably identifiable, factually supportable and projected by the Borrower in good faith to be realized
as a result of mergers and other business combinations, Permitted Acquisitions and other Investments, Dispositions, restructurings, cost
savings initiatives and other similar initiatives after the Closing Date, in each case to the extent not prohibited by this Agreement
(collectively, “Initiatives”) (calculated on a pro forma basis as though such Expected Cost Savings had been realized
on the first day of such period), net of the amount of actual benefits realized in respect thereof; provided that (w) actions in
respect of such Expected Cost Savings have been, or will be, taken within 24 months of the applicable Initiative, (x) no Expected Cost
Savings shall be added pursuant to this clause (l) to the extent duplicative of any expenses or charges otherwise added to (or excluded
from) Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period, (y) projected amounts (and not yet realized)
may no longer be added in calculating Consolidated EBITDA pursuant to this clause (l) to the extent occurring more than eight fiscal quarters
after the applicable Initiative and (z) the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer
setting forth information and calculations supporting in reasonable detail such Expected Cost Savings; provided further that the
aggregate amount of all Expected Cost Savings set forth in this clause (l) shall not exceed 15% of Consolidated EBITDA (prior to giving
effect to this clause (l)) for such period; and


 


(y) subtracting therefrom the aggregate amount
of all non-cash items increasing Consolidated Net Income (other than amortization of deferred revenue (including contract liabilities),
the accrual of revenue or recording of receivables in the ordinary course of business) for such period.


 


Other than for purposes of calculating Excess Cash
Flow, Consolidated EBITDA shall be calculated on a pro forma basis (which may include such adjustments as are permitted under Regulation
S-X of the SEC and such other adjustments reflecting cost savings certified by a Responsible Officer which are related to actions implemented
or to be implemented within one year of the applicable event), to give effect to any Permitted Acquisition and asset Dispositions (other
than any asset Disposition in the ordinary course of business) consummated at any time on or after the first day of the four consecutive
fiscal quarters thereof as if each such Permitted Acquisition had been effected on the first day of such period and as if each such asset
Disposition had been consummated on the day prior to the first day of such period.


 


“Consolidated Indebtedness”:
at a particular date, the aggregate stated balance sheet amount of all Indebtedness of the Borrower and its Subsidiaries determined
on a consolidated basis in accordance with GAAP at such date; provided that it is understood and agreed that the full
aggregate principal amount of the Loans then outstanding shall be included in determining the amount of Consolidated Indebtedness; provided
further that Consolidated Indebtedness shall exclude (a) amounts relating to preferred equity and (b) include any obligations under
any Swap Agreements then due and payable that would be reflected on a consolidated balance sheet of the Borrower and its
Subsidiaries as of such date.


 






    11


     


    

 





“Consolidated Interest Expense”:
with respect to the Borrower and its Subsidiaries on a consolidated basis for any period, the sum of (a) interest expense determined in
accordance with GAAP for such period (net of any cash interest income), plus (i) the amortization of debt discounts, (ii) the amortization
of all fees payable in connection with the incurrence of Indebtedness to the extent included in interest expense (but excluding the amortization
of debt issuance costs in connection with the Transactions) and (iii) the portion of any payments of accruals with respect to Financing
Lease Obligations allocable to interest expense and (b) capitalized interest. Consolidated Interest Expense shall be calculated on a pro
forma basis (which may include such adjustments as are permitted under Regulation S-X of the SEC and such other adjustments reflecting
cost savings certified by a Responsible Officer which are related to actions implemented or to be implemented within one year of the applicable
event) to give effect to any Indebtedness incurred, assumed or permanently repaid or extinguished during the relevant four consecutive
fiscal quarters in connection with any Permitted Acquisition and asset Dispositions (other than any asset Dispositions in the ordinary
course of business) as if such incurrence, assumption, repayment or extinguishing had been effected on the first day of such period.


 


“Consolidated Net Income”: for
any period, the net income or loss of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP; provided that there shall be excluded therefrom, without duplication:


 


(a)               
the income or loss of any Person (other than consolidated Subsidiaries of the Borrower) in which any other Person (other
than the Borrower or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions
actually paid to the Borrower or any of its Subsidiaries by such Person during such period;


 


(b)               
the cumulative effect of a change in accounting principles during such period;


 


(c)               
any net after-tax income (loss) from discontinued operations and any net after-tax gains or losses on disposal of discontinued
operations;


 


(d)               
the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with
the Borrower or any of its Subsidiaries or all or substantially all of the property or assets of such Person are acquired by the Borrower
or any of its Subsidiaries;


 


(e)               
the income of any consolidated Subsidiary to the extent that the declaration or payment of dividends or similar distributions
by that Subsidiary of such income is not at the time permitted by operation of the terms of its Contractual Obligations and Requirements
of Law;


 


(f)                
any (i) extraordinary gain (or extraordinary loss) realized during such period by the Borrower or any of its Subsidiaries
or (ii) gain (or loss) realized during such period by the Borrower or any of its Subsidiaries upon an asset Disposition (other than asset
Dispositions in the ordinary course of business), in each case, together with any related provision for taxes on any such gain (or the
tax effect of any such loss), recorded or recognized by the Borrower or any of its Subsidiaries during such period;


 


(g)               
unrealized gains and losses with respect to Swap Agreements during such period;


 






    12


     


    

 


(h)               
purchase accounting or similar accounting adjustments required or permitted by GAAP in connection with any Permitted Acquisition;


 


(i)                
to the extent reflected in the calculation of such net income or loss, payments under earn-outs to which the seller in any
Permitted Acquisition or Disposition becomes entitled; and


 


(j)                
non-recurring or unusual gains (losses).


 


“Consolidated Tax Expense”: for
any period, the tax expense of the Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with
GAAP.


 


“Consolidated Working Capital”:
at any date, the excess of Consolidated Current Assets on such date over Consolidated Current Liabilities on such date.


 


“Continuing Directors”: the directors
(or equivalent group) of Parent on the Closing Date, after giving effect to the transactions contemplated hereby, and each other director,
if, in each case, such other director’s nomination for election to the board of directors of Parent is recommended by at least a
majority of the then Continuing Directors or such other director receives the vote of the Permitted Investors in his or her election by
the shareholders of Parent.


 


“Continuing Term Lender”: as defined
in the recitals hereto.


 


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


 


“Covered Entity”: any of the following:


 


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


 


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


 


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


 


“Covered Party”: as defined in
Section 10.19.


 


“Credit Party”: The Administrative
Agent, the Issuing Lender or any other Lender.


 


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


 


“Declined Amount”: as defined
in Section 2.9(e).


 


“Default”: any of the events specified
in Section 8, whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.


 






    13


     


    

 


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


 


“Defaulting Lender”: any Lender,
that has (a) failed to fund any portion of its Revolving Loans within three Business Days of the date required to be funded by it hereunder
or fund any portion of its participations in Letters of Credit; (b) notified the Borrower, the Administrative Agent, any Lender or the
Issuing Lender orally or in writing that it does not intend to comply with any of its funding obligations under this Agreement or has
made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement, the other Loan
Documents or under other agreements in which it commits to extend credit; (c) failed, within three Business Days after request by the
Administrative Agent, to confirm that it will comply with the terms of this Agreement or the other Loan Documents relating to its obligations
to fund prospective Revolving Loans; (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount
required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute; (e) as
to which Administrative Agent has a good faith belief that such Lender has defaulted in fulfilling its obligations (as a lender, agent
or letter of credit issuer) generally under other syndicated credit facilities (provided, that, with respect to each Lender that is not
an Affiliate of the Loan Parties, the Borrower shall have consented to the determination that such Lender is a “Defaulting Lender”
pursuant to this clause (e)); or (f) (i) become or is insolvent or has a parent company that has become or is insolvent or made a general
assignment for the benefit of creditors, or (ii) become the subject of a bankruptcy, insolvency proceeding or Bail-In Action, or has had
a receiver, conservator, trustee or custodian appointed for it, or for any substantial part of its assets, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a direct or indirect
parent company that has become the subject of a bankruptcy, insolvency proceeding or Bail-In Action, or has had a receiver, conservator,
trustee or custodian appointed for it, or for any substantial part of its assets or has taken any action in furtherance of, or indicating
its consent to, approval of or acquiescence in any such proceeding or appointment.


 


“Disposition”: with respect to
any property, any sale, lease, license, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “Dispose”
and “Disposed of” shall have correlative meanings.


 


“Disqualified Capital
Stock”: with respect to any Person, any Capital Stock of such Person that by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening
of any event or condition:


 


(a)               
matures or is mandatorily redeemable (other than solely for Capital Stock of such Person that does not constitute Disqualified
Capital Stock and cash in lieu of fractional shares of such Capital Stock) whether pursuant to a sinking fund obligation or otherwise;


 


(b)                
is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Indebtedness or Capital Stock
(other than solely for Capital Stock of such Person that does not constitute Disqualified Capital Stock and cash in lieu of fractional
shares of such Capital Stock); or


 


(c)             
is redeemable (other than solely for Capital Stock of such Person that does not constitute Disqualified Capital Stock and
cash in lieu of fractional shares of such Capital Stock) or is required to be repurchased by the Borrower or any Subsidiary, in whole
or in part, at the option of the holder thereof;


 






    14


     


    

 


in each case, on or prior to the date that
is 91 days after the Latest Maturity Date of the Facilities (determined as of the date of issuance thereof or, in the case of any
such Capital Stock outstanding on the Closing Date, the Closing Date); provided, however, that (i) Capital Stock of
any Person that would not constitute Disqualified Capital Stock but for terms thereof giving holders thereof the right to require
such Person to redeem or purchase such Capital Stock upon the occurrence of an “asset sale” or a “change of
control” (or similar event, however denominated) shall not constitute Disqualified Capital Stock if any such requirement
becomes operative only after repayment in full of all the Loans and all other Obligations that are accrued and payable, (ii) Capital
Stock of any Person that is issued to any employee or to any plan for the benefit of employees or by any such plan to such employees
shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by such Person or any of its
subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination,
death or disability and (iii) if any such conversion, exchange or redemption is in part, only such part coming into effect prior to
91 days following the Latest Maturity Date of the Facilities at the time such Capital Stock is issued shall constitute Disqualified
Capital Stock.


 


“Dollars” and “$”:
dollars in lawful currency of the United States.


 


“Domestic Subsidiary”: any Subsidiary
of the Borrower organized under the laws of any jurisdiction within the United States.


 


“Dutch Auction”: as defined in
Section 10.6(f).


 


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


 


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


 


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


 


“ECF Percentage”: 50%; provided
that, with respect to each fiscal year of the Borrower ending on or after December 31, 2021, the ECF Percentage shall be reduced to 25%
if the Total Leverage Ratio as of the last day of such fiscal year is not greater than 4.25 to 1.0 and to 0% if the Total Leverage Ratio
as of the last day of such fiscal year is not greater than 3.75 to 1.0.


 


“EEA Financial Institution”:
(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”: any of the
member states of the European Union, Iceland, Liechtenstein and Norway.


 






    15


     


    

 


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


 


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


 


“Engagement Letter”: the Engagement
Letter dated June 3, 2021 among JPMorgan Chase Bank, N.A. and the Borrower.


 


“Environmental Laws”: any and
all applicable foreign, federal, state, local or municipal laws, rules having the force and effect of law, written orders, regulations,
statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating,
relating to or imposing liability or standards of conduct concerning protection of worker health or the environment, as now or may at
any time hereafter be in effect.


 


“ERISA”: the Employee Retirement
Income Security Act of 1974, as amended from time to time.


 


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


 


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


 


“Eurodollar Loans”: Loans the
rate of interest applicable to which is based upon the Eurodollar Rate.


 


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


 


“Eurodollar Tranche”: the collective
reference to Eurodollar Loans under a particular Facility the then current Interest Periods with respect to all of which begin on the
same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).


 


“Event of Default”: any of the
events specified in Section 8, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.


 






    16


     


    

 


“Excess Cash Flow”: for any
fiscal year of the Borrower, the excess, if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for such fiscal
year, (ii) the amount of all non-cash charges (including depreciation and amortization) deducted in arriving at such Consolidated
Net Income, (iii) decreases in Consolidated Working Capital for such fiscal year, (iv) the aggregate net amount of non-cash loss
on the Disposition of property by the Borrower and its Subsidiaries during such fiscal year (other than sales of inventory in the
ordinary course of business), to the extent deducted in arriving at such Consolidated Net Income and (v) gains excluded from the
calculation of Consolidated Net Income by operation of clauses (f), (i) and (j) of the definition thereof that are received in cash
during such fiscal year over (b) the sum, without duplication, of (i) the amount of all non-cash credits and gains included
in arriving at such Consolidated Net Income, including non-cash gains on the Disposition of property by the Borrower and its
Subsidiaries during such fiscal year (other than sales of inventory in the ordinary course of business), (ii) the aggregate amount
actually paid by the Borrower and its Subsidiaries in cash during such fiscal year on account of Capital Expenditures (excluding the
principal amount of Indebtedness incurred in connection with such expenditures and any such expenditures financed with the proceeds
of any Reinvestment Deferred Amount), (iii) the aggregate amount of all prepayments of Revolving Loans during such fiscal year to
the extent accompanying permanent optional reductions of the Revolving Commitments, (iv) the aggregate amount of all regularly
scheduled or voluntary principal payments of Funded Debt (other than the Term Loans) of the Borrower and its Subsidiaries made
during such fiscal year (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent
reduction in commitments thereunder) and the aggregate amount of all regularly scheduled principal payments of the Term Loans made
during such fiscal year, (v) increases in Consolidated Working Capital for such fiscal year, (vi) taxes of Borrower and its
Subsidiaries that were paid in cash during such fiscal year or will be paid within six months after the end of such fiscal year
thereof and for which reserves have been established and Permitted Tax Distributions during such fiscal year, (vii) capitalized
interest of the Borrower and its Subsidiaries to the extent not deducted in Consolidated Net Income, (viii) the aggregate amount of
Investments under Sections 7.7 and the aggregate amount of Restricted Payments under Sections 7.6 (b), (c), (d), (f) and (h), in
each case to the extent not deducted in Consolidated Net Income and made with cash during such period, (ix) the aggregate amount
paid by the Group Members during such fiscal year in respect of the costs and expenses associated with the Transactions or any
initial public offering of the Borrower, Parent or PubCo to the extent not deducted from Consolidated Net Income, (x) losses
excluded from the calculation of Consolidated Net Income by operation of clauses (f), (i) and (j) of the definition thereof that are
paid in cash during such fiscal year and (xi) prepayments of the Term Loans pursuant to Section 2.9(b) to the extent such
prepayments are made with Net Cash Proceeds from any Asset Sale that are equal to the gains in respect of such Asset Sale included
in clause (a)(v) above.


 


“Excess Cash Flow Application Date”:
as defined in Section 2.9(c).


 


“Excluded Foreign Subsidiary”:
any CFC, CFC Holding Subsidiary, Subsidiary of a CFC or CFC Holding Subsidiary, and any Foreign Subsidiary in respect of which either
(a) the pledge of all of the Capital Stock of such Subsidiary as Collateral or (b) the guaranteeing by such Subsidiary of the Obligations,
would, in the good faith judgment of the Borrower, result in adverse tax consequences to the Borrower.


 


“Excluded Taxes”: any of the
following Taxes imposed on or with respect to the Administrative Agent or a Lender or required to be withheld or deducted from a
payment to the Administrative Agent or a Lender, (w) Taxes imposed on or measured by net income (however denominated), franchise
Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Administrative Agent or such Lender being organized
under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the
jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (x) in the case of a
Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable
interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan
or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.20) or (ii) such Lender changes its
lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable
either to such Lender's assignor immediately before such Lender acquired the applicable interest in a Loan or Commitment or to such
Lender immediately before it changed its lending office; (y) that are attributable to such Lender’s failure to comply with the
requirements of Section 2.17(e), Section 2.17(f) or (z) that are U.S. withholding Taxes imposed under FATCA.


 






    17


     


    

 


“Executive Order”: as defined
in Section 4.19.


 


“Existing Credit Agreement”: as
defined in the recitals hereto.


 


“Existing Term Loans”: as defined
in the recitals hereto.


 


“Extended Revolving Commitment”:
as defined in Section 2.23(a).


 


“Extended Revolving Loans”: as
defined in Section 2.23(a).


 


“Extended Term Loans”: as defined
in Section 2.23(a).


 


“Extension”: as defined in Section
2.23(a).


 


“Extension Amendment”: an amendment
to this Agreement that is reasonably satisfactory to the Administrative Agent (for purposes of giving effect to Section 2.23) and the
Borrower executed by each of (a) Parent, the Borrower and the Subsidiary Guarantors, (b) the Administrative Agent and (c) each Lender
that has accepted the applicable Extension Offer pursuant hereto and in accordance with Section 2.23.


 


“Extension Offer”: as defined
in Section 2.23(a).


 


“Facility”: each of (a) the Term
Commitments and the Term Loans made thereunder (the “Term Facility”), (b) the Revolving Commitments and the extensions
of credit made thereunder (the “Revolving Facility”) and (c) the Incremental Facilities. Additional Facilities may
be established pursuant to Sections 2.22, 2.23 and/or 10.1.


 


“FATCA”: 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 and any agreements entered into pursuant
to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, law, regulation, rules, guidance notes, or practices pursuant
to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.


 


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


 


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


 


“Fee Payment Date”: (a) the third
Business Day following the last day of each March, June, September and December and (b) the last day of the Revolving Commitment Period.


 


“Financial Covenant”: the covenant
set forth in Sections 7.1(a).


 



    18


     


    




 


“Financing Lease Obligations”:
as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right
to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as financing
or capital leases on a balance sheet of such Person under GAAP and, for the purposes of this Agreement, the amount of such obligations
at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.


 


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


 


“Foreign Plan”: each employee
benefit plan (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA) that is not subject to US law and is maintained
or contributed to by any Group Member or any Commonly Controlled Entity.


 


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


 


“Funded Debt”: as to any Person,
all Indebtedness of such Person that matures more than one year from the date of its creation or matures within one year from such date
but is renewable or extendible, at the option of such Person, to a date more than one year from such date or arises under a revolving
credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date,
including all current maturities and current sinking fund payments in respect of such Indebtedness (other than Indebtedness hereunder)
whether or not required to be paid within one year from the date of its creation.


 


“Funding Office”: the office of
the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent
as its funding office by written notice to the Borrower and the Lenders.


 


“GAAP”: generally accepted accounting
principles in the United States as in effect from time to time, except that for purposes of Section 7.1, GAAP shall be determined on the
basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial
statements referred to in Section 4.1. In the event that any “Accounting Change” (as defined below) shall occur and such change
results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the
Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to reflect
equitably such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall
be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall
have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards
and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “Accounting
Changes” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion
by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.


 


“Governmental Authority”: any
nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining
to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners).


 



    19


     


    





 


“Group Members”: the collective
reference to Parent and the Borrower and its Subsidiaries (other than Immaterial Subsidiaries).


 


“Guarantee and Collateral Agreement”:
the Second Amended and Restated Guarantee and Collateral Agreement to be executed and delivered by Parent, the Borrower and each Subsidiary
Guarantor, substantially in the form of Exhibit A.


 


“Guarantee Obligation”: as to
any Person (the “guaranteeing person”), any obligation, including a reimbursement, counterindemnity or similar obligation,
of the guaranteeing Person that guarantees or in effect guarantees, or which is given to induce the creation of a separate obligation
by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends
or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”)
in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds
(1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor
or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided,
however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount
equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation,
unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable,
in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability
in respect thereof as determined by the Borrower in good faith.


 


“Guarantors”: the collective reference
to Parent and the Subsidiary Guarantors.


 


“Immaterial Subsidiary”: any Subsidiary
of the Borrower designated by the Borrower as such by notice to the Administrative Agent that, together with the Subsidiaries of such
Subsidiary, and all other so-designated Subsidiaries and their respective Subsidiaries, did not, as of such last day of the most recent
fiscal quarter of the Borrower for which financial statements have been delivered pursuant hereto, have assets with an aggregate book
value in excess of 5% of the total assets of the Borrower and its Subsidiaries on a consolidated basis or, for such period, have aggregate
revenues in excess of 5% of the total revenues of the Borrower and its Subsidiaries on a consolidated basis. Notwithstanding the foregoing,
the Subsidiaries of the Borrower set forth on Schedule 1.1B attached hereto shall be deemed Immaterial Subsidiaries.


 


“Increased Facility Activation Date”:
any Business Day on which any Lender shall execute and deliver to the Administrative Agent an Increased Facility Activation Notice pursuant
to Section 2.22(a).


 


“Increased Facility Activation Notice”:
a notice substantially in the form of the applicable Exhibit D.


 


“Increased Facility Closing Date”:
any Business Day designated as such in an Increased Facility Activation Notice.


 






    20


     


    

 


“Incremental Equivalent Debt”:
Indebtedness in the form of senior secured, junior secured or unsecured notes or term loans, in each case, incurred or implemented in
lieu of loans under an Incremental Facility; provided that (i) the aggregate outstanding principal amount of all Incremental Equivalent
Debt, together with the aggregate outstanding principal amount (or committed amount, if applicable) of all Incremental Facilities provided
pursuant to Section 2.22, shall not exceed the Incremental Limit, (ii) any Incremental Equivalent Debt shall having a final maturity date
no earlier than the date that is 91 days after the Latest Maturity Date, (iii) the weighted average life to maturity of any such Incremental
Equivalent Debt shall be no shorter than the weighted average life to maturity of the Term Facility, (iv) any Incremental Equivalent Debt
shall be subject to clauses (A), (B) and (C) (in each case, except as otherwise agreed by the Persons providing such Incremental Equivalent
Debt to the extent the proceeds are used to finance a Permitted Acquisition) of the first proviso to Section 2.22(a), (v) any Incremental
Equivalent Debt that is secured shall be secured only by the Collateral and on a pari passu (but without regard to control of remedies)
or junior basis with the Collateral securing the Obligations, (vi) any Incremental Equivalent Debt that ranks pari passu in right
of security or that is subordinated in right of payment or security shall be subject to an intercreditor agreement that is reasonably
satisfactory to the Administrative Agent, (vii) no Incremental Equivalent Debt may be guaranteed by any Person that is not a Loan Party,
(viii) any Incremental Equivalent Debt in the form of pari passu term loans shall be subject to the MFN Adjustment and (viii) the
terms of any Incremental Equivalent Debt shall (x) be reasonably satisfactory to the Administrative Agent, (y) only be applicable after
the latest maturity date of the then-existing Term Loans or (z) the Lenders of the then-existing Term Loans receive the benefit of such
more restrictive terms, and (ix) no Incremental Equivalent Debt may require mandatory prepayments (other than scheduled amortization)
to be made except to the extent required to be applied first pro rata to the Facilities and any pari passu Incremental Equivalent
Debt.


  


“Incremental Facilities”: as defined
in Section 2.22(a).


 


“Incremental Fixed Amount”: as
defined in Section 2.22(a).


 


“Incremental Limit”: as defined
in Section 2.22(a).


 


“Incremental Ratio Amount”: as
defined in Section 2.22(a).


 


“Incremental Revolving Facility”:
as defined in Section 2.22(a).


 


“Incremental Term Facility”: as
defined in Section 2.22(a).


 


“Incremental Term Loan”: any Term
Loan made pursuant to Section 2.22(a).


 


“Indebtedness”: of any
Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person
for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such
Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d)
all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired
by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such property) (other than customary reservations or retentions of title under agreements with suppliers
entered into in the ordinary course of business), (e) all Financing Lease Obligations of such Person, (f) all obligations of such
Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety
bonds or similar arrangements, (g) all obligations of such Person in respect of mandatorily redeemable preferred Capital Stock of
such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through
(g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such
obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract
rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (j)
for the purposes of Section 8(e) only, obligations of such Person in respect of Swap Agreements. The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.
Notwithstanding anything to the contrary contained herein, Indebtedness shall not include (i) any amounts relating to employee
consulting arrangements, accrued expenses, deferred rent, deferred revenue (including contract liabilities), deferred taxes,
obligations under employment agreements and deferred compensation or (ii) except as resulting from Permitted Acquisitions and only
for purposes of Section 7.2, post-closing purchase price adjustments or earn-outs. In no event shall an operating lease be deemed to
be Indebtedness.


 






    21


     


    

 


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


 


“Insolvency”: with respect to
any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.


 


“Insolvent”: pertaining to a condition
of Insolvency.


 


“Intellectual Property”: the collective
reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational
or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, domain
names, technology, know-how, methods and processes, and all rights to sue at law or in equity for any infringement or other impairment
thereof, including the right to receive all proceeds and damages therefrom.


 


“Interest Payment Date”: (a) as
to any ABR Loan, the last Business Day of each March, June, September and December to occur while such Loan is outstanding, commencing
on September 30, 2021, and ending on the final maturity date of such Loan; (b) as to any Eurodollar Loan having an Interest Period of
three months or less, the last day of such Interest Period; (c) as to any Eurodollar Loan having an Interest Period longer than three
months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such
Interest Period; and (d) as to any Loan (other than any Revolving Loan that is an ABR Loan), the date of any repayment or prepayment made
in respect thereof.


 


“Interest Period”: as to any
Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such
Eurodollar Loan and ending one, two, three or six (or, if agreed to by all Lenders under the relevant Facility, twelve) months
thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect
thereto and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such
Eurodollar Loan and ending one, three or six (or, if agreed to by all Lenders under the relevant Facility, twelve) months
thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 11:00 A.M., New York City
time, on the date that is three Business Days prior to the last day of the then current Interest Period with respect thereto; provided
that, all of the foregoing provisions relating to Interest Periods are subject to the following:


 


(i)                
if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to
the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month
in which event such Interest Period shall end on the immediately preceding Business Day;


 


(ii)              
the Borrower may not select an Interest Period under the Revolving Facility that would extend beyond the Revolving Termination
Date or an Interest Period under the Term Facility that would extend beyond the date final payment is due on the Term Loans; and


 


(iii)            
any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.


 






    22


     


    

 


“Interpolated Rate” means, at
any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined
by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results
from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period for which the LIBO Screen Rate is available
for US Dollars) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period (for which that
LIBO Screen Rate is available for US Dollars) that exceeds the Impacted Interest Period, in each case, at such time; provided,
that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided,
further, that the Eurodollar Base Rate shall be no less than 0.50%.


 


“Investments”: as defined in Section
7.7.


 


“ISDA Definitions”: 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.


 


“Issuing Lender”: JPMorgan Chase
Bank, N.A., and any other Revolving Lender approved by the Administrative Agent and the Borrower that has agreed in its sole discretion
to act as an “Issuing Lender” hereunder, or any of their respective Affiliates, in each case in its capacity as issuer of
any Letter of Credit. Each reference herein to “the Issuing Lender” shall be deemed to be a reference to the relevant Issuing
Lender.


 


“Latest Maturity Date”: 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 Term Loan, Term Commitment, Revolving Loan or Revolving Commitment.


 


“L/C Commitment”: $3,000,000.


 


“L/C Exposure”: at any time, the
total L/C Obligations. The L/C Exposure of any Revolving Lender at any time shall be its Revolving Percentage of the total L/C Exposure
at such time.


 


“L/C Obligations”: at any time,
an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the
aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.


 






    23


     


    

 


“L/C Participants”: the collective
reference to all the Revolving Lenders other than the Issuing Lender.


 


“Lender Addenda”: as defined in
the recitals hereto.


 


“Lender Addendum (Additional Term Lender)”:
as defined in the recitals hereto.


 


“Lender Addendum (Cashless Roll)”:
as defined in the recitals hereto.


 


“Lender Addendum (Consenting Lender)”:
as defined in the recitals hereto.


 


“Lenders”: as defined in the preamble
hereto.


 


“Lender Presentation”: the lender
presentation dated June 2021 and furnished to certain Lenders.


 


“Lender-Related Person”: as defined
in Section 9.03(b).


 


“Letters of Credit”: as defined
in Section 3.1(a).


 


“LIBO Screen Rate”: for any day
and time, with respect to any borrowing of Eurodollar Loans for any Interest Period, the London interbank offered rate as administered
by ICE Benchmark Administration (or any other person that takes over the administration of such rate) for Dollars for a period equal in
length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters Screen that displays such
rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that
displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected
by the Administrative Agent in its reasonable discretion); provided that if the LIBO Screen Rate as so determined would be less
than 0.50%, such rate shall be deemed to be 0.50% for the purposes of this Agreement.


 


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


 


“Lien”: any mortgage, pledge,
hypothecation, assignment for security, deposit arrangement for security, encumbrance, lien (statutory or other), charge or other security
interest (including any conditional sale or other title retention agreement and any financing or capital lease having substantially the
same economic effect as any of the foregoing). In no event shall an operating lease be deemed to be a Lien.


 


“Limited Condition Acquisition”:
any acquisition or similar Investment that is not conditioned on the availability of, or on obtaining, third party financing.


 


“Loan”: any loan made by any Lender
pursuant to this Agreement.


 


“Loan Documents”: this Agreement,
the Security Documents, the Notes, any intercreditor agreement with respect to any Incremental Equivalent Debt, and any amendment, waiver,
supplement or other modification to any of the foregoing.


 






    24


     


    

 


“Loan Parties”: each Group Member
that is a party to a Loan Document.


 


“Majority Facility Lenders”: with
respect to any Facility, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans or the Total Revolving
Extensions of Credit, as the case may be, outstanding under such Facility (or, in the case of the Revolving Facility, prior to any termination
of the Revolving Commitments, the holders of more than 50% of the Total Revolving Commitments).


 


“Material Adverse Effect”: a material
adverse effect on (a) the business, property, operations or financial condition of the Borrower and its Subsidiaries taken as a whole
or (b) the validity or enforceability of this Agreement or any of the material Loan Documents or the material rights or remedies of the
Administrative Agent or the Lenders hereunder or thereunder.


 


“Materials of Environmental Concern”:
any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials
or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde
insulation.


 


“MFN Adjustment”: as defined in
Section 2.22(a).


 


“Minimum Extension Condition”:
as defined in Section 2.23(b).


 


“Moody’s”: Moody’s
Investors Service, Inc. (or any successor thereto).


 


“Mortgages”: each of the mortgages
and deeds of trust made by any Loan Party pursuant to Section 6.9(b) in favor of, or for the benefit of, the Administrative Agent for
the benefit of the Lenders, in a form reasonably acceptable to the Administrative Agent.


 


“Multiemployer Plan”: an employee
benefit plan that is covered by Title IV of ERISA, in respect of which the Borrower or a Commonly Controlled Entity is an “employer”
as defined in Section 3(5) of ERISA and that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Net Cash Proceeds”: (a) in connection
with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds
received by way of deferred payment of principal pursuant to a note or installment receivable, purchase price adjustment receivable, release
of escrows and reserves or otherwise, but only as and when received), net of attorneys’ fees, accountants’ fees, investment
banking fees, sales commissions, amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted
hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document),
related escrows, reserves established to fund related contingent liabilities reasonably estimated to be payable and other customary fees,
costs and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof
(after taking into account any available tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance
or incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment banking
fees, accountants’ fees, sales commissions, underwriting discounts and commissions and other customary fees and expenses actually
incurred in connection therewith.


 






    25


     


    

 


“New Lender”: as defined in Section
2.22(b).


 


“New Lender Supplement”: as defined
in Section 2.22(b).


 


“Non-U.S. Lender”: as defined
in Section 2.17(e)(i).


 


“Notes”: the collective reference
to any promissory note evidencing Loans.


 


“NYFRB”: The Federal Reserve Bank
of New York.


 


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


 


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


 


“Obligations”: the unpaid principal
of and interest on (including interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after
the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and
liabilities of the Borrower to the Administrative Agent or to any Lender (or, in the case of Specified Swap Agreements and Specified Cash
Management Agreements, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters
of Credit, any Specified Swap Agreement, any Specified Cash Management Agreement or any other document made, delivered or given in connection
herewith or therewith, whether on account of principal, interest, reimbursement obligations, reasonable fees, indemnities, costs, expenses
(including all reasonable fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to
be paid by the Borrower pursuant hereto and subject to the limitations set forth in Section 10.5) or otherwise.


 


“Other Benchmark Rate Election”:
if the then-current Benchmark is the Eurodollar Rate, the occurrence of:


 


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


 


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


 


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


 






    26


     


    

 


“OID”: original issue discount.


 


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


 


“Other Taxes”: any and all present
or future stamp or documentary Taxes or similar Taxes, arising from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan Document.


 


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


 


“Parent”: as defined in the preamble
hereto.


 


“Participant”: as defined in Section
10.6(c).


 


“Participant Register”: as defined
in Section 10.6(c).


 


“Payment”: as defined in Section
9.11(a).


 


“Payment Notice”: as defined in
Section 9.11(b).


 


“PBGC”: the Pension Benefit Guaranty
Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).


 


“Perfection Certificate”: a certificate
in the form of Exhibit G or any other form reasonably acceptable to the Administrative Agent, as the same shall be supplemented from time
to time by a Compliance Certificate or otherwise.


 


“Permitted Acquisition”: any
acquisition, whether by purchase, merger, consolidation or otherwise, by the Borrower or any Subsidiary Guarantor of all or
substantially all the assets, or all the Capital Stock, of a Person or a division, line of business or other business unit of a
Person located in the United States or Canada so long as (a) such assets are to be used in, or such Person so acquired is engaged
in, as the case may be, a business of the type permitted under Section 7.15, and (b)(i) no Event of Default under Section 8(a) or
(f) has occurred and is continuing or would result therefrom, (ii) in the case of an acquisition of Capital Stock, the Person
acquired shall become immediately after given effect thereto a Subsidiary Guarantor or be merged into the Borrower or a Subsidiary
Guarantor (unless such acquired Person is an Immaterial Subsidiary or an Excluded Foreign Subsidiary, or is designated as an
Unrestricted Subsidiary pursuant to this Agreement), and in the case of all acquisitions, all actions required to be taken under
Section 6.9 shall have been taken, (iii) the Borrower and its Subsidiaries shall be in compliance, on a pro forma basis
(which may include such adjustments as are permitted under Regulation S-X of the SEC and such other adjustments reflecting cost
savings certified by a Responsible Officer which are related to actions implemented or to be implemented within one year of the
applicable event) after giving effect to such acquisition, with the Financial Covenant (whether or not the Financial Covenant is
then in effect), as if such acquisition (and any related incurrence or repayment of Indebtedness) had occurred on the first day of
the relevant period and (iv) any Indebtedness that is incurred, acquired or assumed in connection with such acquisition shall be in
compliance with Section 7.2(h).


 






    27


     


    

 


“Permitted Investors”: David Liniger
and his Permitted Transferees.


 


“Permitted Parent Subsidiary”:
any direct Subsidiary of Parent that is designated as such in writing to the Administrative Agent.


 


“Permitted Tax Distribution”:
as defined in Section 7.6(d).


 


“Permitted Transferees”: (a) any
executor, administrator, guardian, conservator or similar legal representative of David Liniger, (b) any member of the immediate family
of David Liniger, (c) any trust or similar entity formed by any Person described in clause (b) above, and (d) any Person acting as agent
for any Person described in clauses (a) through (c) above.


 


“Person”: an individual, partnership,
corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.


 


“Plan”: any employee
benefit plan that is covered by ERISA and in respect of which the Borrower or a Subsidiary is (or, if such plan were terminated at such
time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.


 


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


 


“Pledged Stock”: has the meaning
ascribed to such term in the Guarantee and Collateral Agreement.


 


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


 


“Prohibited Transaction”: as defined
in Section 406 of ERISA and Section 4975(c) of the Code.


 


“Properties”: as defined in Section
4.15(a).


 


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


 


“PubCo”: any Person that controls
Parent. For purposes of this definition, “control” of Parent means the power, directly or indirectly, to direct or cause the
direction of the management and policies of Parent whether by contract or otherwise, including by acting as the managing member of Parent.


 






    28


     


    

 


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


 


“QFC Credit Party”:
as defined in Section 10.19.


 


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


 


“Recovery Event”: any settlement
of or payment in respect of any property or casualty insurance claim (other than business interruption insurance) or any condemnation
proceeding in excess of $5,000,000 relating to any asset of any Loan Party.


 


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


 


“Register”: as defined in Section
10.6(b)(iv).


 


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


 


“Regulation U”: Regulation U of
the Board as in effect from time to time.


 


“Reimbursement Obligation”: the
obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.


 


“Reinvestment Deferred Amount”:
with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by any Loan Party in connection therewith that are not
applied to prepay the Term Loans or reduce the Revolving Commitments pursuant to Section 2.9(b) as a result of the delivery of a Reinvestment
Notice.


 


“Reinvestment Event”: any Asset
Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.


 


“Reinvestment Notice”: a written
notice executed by a Responsible Officer stating that no Event of Default has occurred and is continuing and that the Borrower (directly
or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or
Recovery Event to acquire, lease, construct, improve or repair assets useful in its business or for a Permitted Acquisition.


 


“Reinvestment Prepayment Amount”:
with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant
Reinvestment Prepayment Date to acquire, lease, construct, improve or repair assets useful in the Borrower’s business or for a Permitted
Acquisition.


 


“Reinvestment Prepayment
Date”: with respect to any Reinvestment Event, the earlier of (a) the date occurring 12 months after such Reinvestment
Event (or if the Borrower or the relevant Subsidiary, as applicable, has contractually committed within 12 months after such
Reinvestment Event to reinvest such Reinvestment Deferred Amount, the date occurring 18 months after such Reinvestment Event) and
(b) the date on which the Borrower shall have determined not to, or shall have otherwise ceased to, acquire, lease, construct,
improve or repair assets useful in the Borrower’s business or for a Permitted Acquisition with all or any portion of the
relevant Reinvestment Deferred Amount.


 






    29


     


    

 



 


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


 


“Reportable Event”: any of the
events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections
..27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043, with respect to a Plan.


 


“Repricing Transaction”: (a) any
prepayment of the Term Loans using proceeds of Indebtedness (other than Indebtedness incurred at the time a Change of Control occurs)
incurred by the Borrower from a substantially concurrent incurrence of syndicated term loans for which the equivalent eurodollar-based
interest rate payable thereon on the date of such prepayment is lower than the Eurodollar Rate on the date of such prepayment plus the
Applicable Margin with respect to the Term Loans on the date of such prepayment, provided that the primary purpose of such prepayment
is to refinance the Term Loans at a lower interest rate or (b) any repricing of the Term Loans pursuant an amendment hereto resulting
in the Applicable Margin on the Term Loans which are Eurodollar Loans being reduced.


 


“Required Lenders”: at any time,
the holders of more than 50% of (a) until the Closing Date, the Commitments then in effect and (b) thereafter, the sum of (i) the aggregate
unpaid principal amount of the Term Loans then outstanding and (ii) the Total Revolving Commitments then in effect or, if the Revolving
Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.


 


“Required Revolving Lenders”:
the holders of more than 50% of the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated,
the Revolving Loans then outstanding.


 


“Requirement of Law”: as to any
Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and any law, treaty,
rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its property is subject.


 


“Responsible Officer”: the chief
executive officer, president, chief financial officer, general counsel, vice-president, treasurer, chief accounting officer of the Borrower,
or any other officer having substantially the same authority and responsibility, and, with respect to financial matters, the chief financial
officer, principal accounting officer, chief accounting officer, treasurer of the Borrower or any other officer having substantially the
same authority and responsibility.


 


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


 


“Restricted Payments”: as defined
in Section 7.6.


 


“Retained Excess Cash Flow Amount”:
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 2.9(c) for all fiscal years ending
after the Closing Date and prior to such date.


 






    30


     


    

 


“Revolving Commitment”: as to
any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Letters of Credit in an aggregate principal
and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s
name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed
from time to time as set forth below or otherwise pursuant to the terms hereof.  The original amount of the Total Revolving Commitments
is $50,000,000.


 


“Revolving Commitment Period”:
the period from and including the Closing Date to the Revolving Termination Date.


 


“Revolving Extensions of Credit”:
as to any Revolving Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by
such Lender then outstanding and (b) such Lender’s Revolving Percentage of the L/C Obligations then outstanding.


 


“Revolving Facility”: as defined
in the definition of “Facility”.


 


“Revolving Lender”: each Lender
that has a Revolving Commitment or that holds Revolving Loans.


 


“Revolving Loans”: as defined
in Section 2.4(a).


 


“Revolving Percentage”: as to
any Revolving Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving
Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal
amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then
outstanding; provided that, in the event that the Revolving Loans are paid in full prior to the reduction to zero of the Total
Revolving Extensions of Credit, the Revolving Percentages shall be determined in a manner designed to ensure that the other outstanding
Revolving Extensions of Credit shall be held by the Revolving Lenders on a comparable basis. Notwithstanding the foregoing, when a Defaulting
Lender shall exist (i) in the case of Section 2.21, Revolving Percentages shall be determined without regard to any Defaulting Lender’s
Revolving Commitment and (ii) in the case of the defined term “Revolving Extensions of Credit” (other than as used in Section
2.21(c)), Revolving Percentages shall be adjusted to give effect to any reallocation effected pursuant to Section 2.21(c) .


 


“Revolving Termination Date”:
July 21, 2026; provided, however if such date is not a Business Day, the Revolving Termination Date shall be the next preceding
Business Day.


 


“S&P”: Standard & Poor’s
Rating Services (or any successor thereto).


 


“Sanctioned Country”: at any time,
a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran,
North Korea and Syria).


 


“Sanctioned Person”: at any time,
(a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the United
States Department of the Treasury, the United States Department of State, by the United Nations Security Council, the European Union,
any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person
operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such Person or Persons described
in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.


 






    31


     


    

 


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


 


“SEC”: the Securities and Exchange
Commission, any successor thereto and any analogous Governmental Authority.


 


“Security Documents”: the collective
reference to the Guarantee and Collateral Agreement, the Mortgages and all other security documents hereafter delivered to the Administrative
Agent granting a Lien on any property of any Person to secure the obligations and liabilities of any Loan Party under any Loan Document.


 


“Single Employer Plan”: any employee
benefit plan (other than a Multiemployer Plan) that is covered by Title IV of ERISA and is maintained or contributed to by the Borrower
or any Commonly Controlled Entity.


 


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


 


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


 


“Solvent”: when used with respect
to any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets
of such Person (on a going concern basis) will, as of such date, exceed the amount of all “liabilities of such Person, contingent
or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing
determinations of the insolvency of debtors; (b) the present fair saleable value of the assets of such Person (on a going concern basis)
will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts
become absolute and matured; (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct
its business; and (d) such Person will be able to pay its debts as they mature.


 


“Specified Cash Management Agreement”:
any agreement providing for treasury, depositary, purchasing card or cash management services, including in connection with any automated
clearing house transfers of funds or any similar transactions between the Borrower or any Guarantor and any Lender or Affiliate thereof,
which has been designated by such Lender and the Borrower, by notice to the Administrative Agent not later than 90 days after the execution
and delivery by the Borrower or such Guarantor, as a “Specified Cash Management Agreement”.


 






    32


     


    

 


“Specified Equity Contribution”:
as defined in Section 7.1(b).


 


“Specified Swap Agreement”: any
Swap Agreement in respect of interest rates, currency exchange rates or commodity prices entered into by the Borrower or any Guarantor
and any Person that is a Lender or an Affiliate of a Lender at the time such Swap Agreement is entered into.


 


“Statutory Reserve Rate”: a fraction
(expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate
of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established
by the Federal Reserve Board to which the Administrative Agent is subject with respect to the Eurodollar Rate, for eurocurrency funding
(currently referred to as “Eurocurrency liabilities” in Regulation D). Such reserve percentage shall include those imposed
pursuant to Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements
without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation
D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change
in any reserve percentage.


 


“Subordinated Indebtedness”: Indebtedness
of the Borrower or any Guarantor that is by its terms subordinated in right of payment to the Obligations of the Borrower and such Guarantor,
as applicable.


 


“subsidiary”: as to any Person,
a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned.


 


“Subsidiary”: as to any Person,
a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned. Unless
otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Borrower. RE/MAX Brokerage, LLC and its Subsidiaries, and any Unrestricted Subsidiary, shall be excluded
from the term “Subsidiary” or “Subsidiaries” in this Agreement.


 


“Subsidiary Guarantor”: each Wholly
Owned Subsidiary of the Borrower other than any Excluded Foreign Subsidiary, Unrestricted Subsidiary and Immaterial Subsidiary; provided
that, except as required by Section 6.13, no Target Subsidiary shall constitute a Subsidiary Guarantor.


 


“Supported QFC”: has the meaning
assigned to it in Section 10.19.


 


“Swap Agreement”: any agreement
with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference
to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided
that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers,
employees or consultants of the Borrower or any of its Subsidiaries shall be a “Swap Agreement”.


 


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


 






    33


     


    

 


“Target Companies”: RE/MAX Ontario
Atlantic Canada, Inc., an Ontario corporation and Polzler & Schneider Holdings Corporation, a Delaware corporation.


 


“Target Indebtedness”: any Indebtedness
for borrowed money, bonds, debenture notes, or other similar instruments of the Target Companies.


 


“Target Subsidiary”: (a) Polzler
 & Schneider Holdings Corporation, (b) Integra Enterprises Corporation, (c) RE/MAX North Central, Inc., (d) RE/MAX of New England,
Inc. (e) RE/MAX Indiana Limited Partnership and (f) P&S Enterprises, Inc.


 


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


 


“Term Commitment”: as defined
in Section 2.1(b).


 


“Term Facility”: as defined in
the definition of “Facility”.


 


“Term Lender”: each Lender that
has a Term Commitment or that holds a Term Loan.


 


“Term Loans”: as defined in Section
2.1.


 


“Term Loan Maturity Date”: July
21, 2028; provided, however if such date is not a Business Day, the Revolving Termination Date shall be the next preceding Business
Day.


 


“Term Loan Standstill Period”:
as defined in Section 8(c).


 


“Term Percentage”: as to any Term
Lender at any time, the percentage which such Lender’s Term Commitment then constitutes of the aggregate Term Commitments (or, at
any time after the Closing Date, the percentage which the aggregate principal amount of such Lender’s Term Loans then outstanding
constitutes of the aggregate principal amount of the Term Loans then outstanding).


 


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


 


“Total Leverage Ratio”: as at
the last day of any period of four consecutive fiscal quarters of the Borrower, the ratio of (a) Consolidated Indebtedness (net of the
sum of unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries) on such day (excluding cash proceeds from a Specified
Equity Contribution) to (b) Consolidated EBITDA for such period.


 






    34


     


    

 


“Total Revolving Commitments”:
at any time, the aggregate amount of the Revolving Commitments then in effect.


 


“Total Revolving Extensions of Credit”:
at any time, the aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders at such time.


 


“Transactions”: the execution,
delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the
proceeds thereof and the other transactions contemplated by the Loan Documents.


 


“Transferee”: any Assignee or
Participant.


 


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


 


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


 


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


 


“United States”: the United States
of America.


 


“Unrestricted Subsidiary”: any
subsidiary of the Borrower that is designated by the Borrower as such after the Closing Date pursuant to Section 7.20.


 


“USA PATRIOT Act”: the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended from time
to time.


 


“U.S. Special Resolution Regimes”:
as defined in Section 10.19.


 


“Wholly Owned Subsidiary”: as
to any Person, any other Person all of the Capital Stock of which (other than directors’ qualifying shares required by law) is owned
by such Person directly and/or through other Wholly Owned Subsidiaries.


 


“Withholding Agent”: any Loan
Party and the Administrative Agent, as applicable.


 


“Write-Down and Conversion
Powers”: (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.


 






    35


     


    

 


1.2              
Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the
defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.


 


(b)               
As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto
or thereto, (i) accounting terms relating to any Group Member not defined in Section 1.1 and accounting terms partly defined in Section
1.1, to the extent not defined, shall have the respective meanings given to them under GAAP (provided
that, notwithstanding anything to the contrary herein, all accounting or financial terms used herein shall be construed, and all
computations of amounts and ratios referred to herein shall be made, without giving effect to (x) 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 any Group Member at “fair value”, as defined therein and (y) 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); (ii) the
words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”; (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect
of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings); (iv) the words
 “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible
and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract
rights; and (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such
agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time.


 


(c)               
Notwithstanding anything to the contrary contained in Section 1.2 or in the definitions of Capital Expenditures, Financing
Lease Obligations, and Lien, any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting
Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption
would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement)
would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital
lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable,
in accordance therewith.


 


(d)               
The words “hereof”, “herein” and “hereunder” and words of similar import, when used
in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule
and Exhibit references are to this Agreement unless otherwise specified.


 


(e)               
 The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 






    36


     


    

 


1.3              
Interest Rates; LIBOR Notification. The interest rate on Eurodollar Loans is determined by
reference to the Eurodollar Rate (Reserve Adjusted), which is derived from the London interbank offered rate (“LIBOR”).
LIBOR is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the London interbank
market. On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced that immediately after June 30,
2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will cease to be provided or, subject to the FCA’s consideration
of the case, be provided on a synthetic basis and no longer be representative of the underlying market and economic reality they are intended
to measure and that representativeness will not be restored. There is no assurance that dates announced by the FCA will not change or
that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics
of LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this agreement should consult its own advisors to
stay informed of any such developments. Public and private sector industry initiatives are currently underway to identify new or alternative
reference rates to be used in place of LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early
Opt-in Election or an Other Benchmark Rate Election, Section 2.14(b) and (c) provide the mechanism for determining an alternative rate
of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.14(e),
of any change to the reference rate upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does
not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission, performance
or any other matter related to LIBOR or other rates in the definition of “Eurodollar Rate (Reserve Adjusted)” or with respect
to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor
or replacement rate implemented pursuant to Section 2.14 (b) or (c), whether upon the occurrence of a Benchmark Transition Event, a Term
SOFR Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, and (ii) the implementation of any Benchmark Replacement
Conforming Changes pursuant to Section 2.14(d)), including without limitation, whether the composition or characteristics of any such
alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the Eurodollar
Rate (Reserve Adjusted) or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability.


 


1.4              
Divisions. For all purposes under the Loan Documents, in connection with any division or plan
of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation
or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been
transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be
deemed to have been organized and acquired on the first date of its existence by the holders of its Capital Stock at such time.


 


1.5              
Certain Calculations. Notwithstanding anything in this Agreement or any Loan Document to the
contrary (i) unless the Borrower elects otherwise, if the Borrower or its Subsidiaries in connection with any transaction or series of
such related transaction incurs Indebtedness pursuant to the Incremental Ratio Amount and (B) incurs Indebtedness pursuant to the Incremental
Fixed Amount (which shall occur within five Business Days of the events in clause (A) above), then the Incremental Fixed Amount shall
be disregarded in the calculation of the ratio test applicable to the Incremental Ratio Amount


 


1.6              
Amendment and Restatement. 


 


(a)               
 This Agreement amends and restates in its entirety and in all respects, the Existing Credit Agreement from and after the Closing
Date. The parties hereto acknowledge and agree, however, that (i) this Agreement does not constitute a novation or termination of the
Obligations (under and as defined in the Existing Credit Agreement) as in effect prior to the Closing Date and (ii) the Obligations (under
and as defined in the Existing Credit Agreement) are hereby renewed and increased pursuant to the terms set forth in this Agreement. The
parties hereto further acknowledge and agree that the liens and security interest in favor of the Administrative Agent for the benefit
of the Lenders and the other Secured Parties securing payment of the Obligations (under and as defined in the Existing Credit Agreement)
are in all respects continuing and in full force and effect with respect to all Obligations.


 


(b)               
The loans and commitments held by any lender under the Existing Credit Agreement that holds Commitments hereunder are hereby renewed
and remain outstanding, and not been prepaid, up to the amount of such Commitment hereunder, and the increases in the loans and commitments
under this  Agreement  are additional future advances under the Existing Credit Agreement as modified pursuant to the terms
of this Agreement.


 






    37


     


    

 


Section
2.      AMOUNT AND TERMS OF COMMITMENTS


 


2.1              
Term Commitments. (a) Subject to the terms and conditions hereof, (a) each Term Lender severally agrees to make a term loan
(a “Term Loan”) to the Borrower on the Closing Date as follows. Each Continuing Term Lender agrees to continue its
Existing Term Loans as a Term Loan on the Closing Date in a principal amount equal to such Continuing Term Lender’s Term Commitment
and (ii) each Additional Term Lender agrees to make an Additional Term Loan on such date to the Borrower in a principal amount equal to
such Additional Term Lender’s Term Commitment. For purposes hereof, a Person shall become a party to this Agreement and a Term Lender
as of the Closing Date by executing and delivering to the Administrative Agent, on or prior to the Closing Date, a Lender Addendum (Additional
Term Lender) in its capacity as a Term Lender.


 


(b)               
Each Additional Term Lender will make its Term Loan on the Closing Date by making available to the Administrative Agent,
in the manner contemplated by Section 2.2, an amount equal to its Term Commitment. The “Term Commitment” (i) of any
Continuing Term Lender will be the amount of its Existing Term Loans as set forth in the Register as of the Closing Date (prior to giving
effect thereto) (or such lesser amount as notified to such Lender by the Administrative Agent prior to the Closing Date), which shall
be continued as an equal amount of Term Loans, and (ii) of any Additional Term Lender will be such amount allocated to such Additional
Term Lender by the Administrative Agent and notified to such Additional Term Lender on or prior to the Closing Date. The Term Commitment
of each Term Lender is set forth on Schedule 1.1A, and the original aggregate amount of the Term Commitments is $460,000,000.


 


(c)               
The Term Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with Sections 2.2 and 2.10. The Continuing Term Lenders hereby waive the benefits of Section 2.18
with respect thereto. The Lenders having Existing Term Loans that are prepaid in connection with the making of the Term Loans shall be
entitled to the benefits of Section 2.18 with respect thereto. The commitments of the Additional Term Lenders and the continuation undertakings
of the Continuing Term Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to make or
acquire by continuation its Term Loan.


 


2.2               Procedure
for Term Loan Borrowing. The Borrower shall give the Administrative Agent irrevocable notice, substantially in the form of
Exhibit J (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, (a) three Business
Days prior to the anticipated Closing Date, in the case of Eurodollar Loans, or (b) on the anticipated Closing Date, in the case of
ABR Loans) requesting that the Term Lenders make the Term Loans on the Closing Date and specifying the amount to be borrowed. Upon
receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 noon, New York
City time, on the Closing Date each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in
immediately available funds equal to the Term Loan or Term Loans to be made by such Lender. The Administrative Agent shall credit
the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available
to the Administrative Agent by the Term Lenders in immediately available funds or wire such funds as directed by the Borrower.


 






    38


     


    

 


2.3              
Repayment of Term Loans. The Term Loan of each Term Lender shall be payable in consecutive quarterly installments on each
March 31, June 30, September 30 and December 31 of each year, and on the Term Loan Maturity Date, in an aggregate principal amount equal
to (i) in the case of each such installment due prior to the Term Loan Maturity Date, 0.25% of the aggregate principal amount of the Term
Loan made by such Lender and (ii) in the case of the installment due on the Term Loan Maturity Date, the entire remaining balance of the
Term Loan made by such Lender.


 


2.4              
Revolving Commitments. (a) Subject to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving
credit loans (“Revolving Loans”) to the Borrower from time to time during the Revolving Commitment Period in an aggregate
principal amount at any one time outstanding which, when added to the sum of such Lender’s Revolving Percentage of the L/C Obligations
then outstanding, does not exceed the amount of such Lender’s Revolving Commitment. During the Revolving Commitment Period, the
Borrower may use the Revolving Commitments by borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance
with the terms and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the
Borrower and notified to the Administrative Agent in accordance with Sections 2.5 and 2.10.


 


(b)               
The Borrower shall repay all outstanding Revolving Loans on the Revolving Termination Date.


 


2.5              
Procedure for Revolving Loan Borrowing. The Borrower may borrow under the Revolving Commitments during the Revolving Commitment
Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice, substantially in
the form of Exhibit J (which notice must be received by the Administrative Agent prior to 11:00 A.M., New York City time, (a) three Business
Days prior to the requested Borrowing Date, in the case of Eurodollar Loans, or (b) on the requested Borrowing Date, in the case of ABR
Loans), specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case
of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor.
Each borrowing under the Revolving Commitments shall be in an amount equal to (x) in the case of ABR Loans, $1,000,000 or a whole multiple
thereof (or, if the then aggregate Available Revolving Commitments are less than $1,000,000, such lesser amount) and (y) in the case of
Eurodollar Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof. Upon receipt of any such notice from the Borrower, the
Administrative Agent shall promptly notify each Revolving Lender thereof. Each Revolving Lender will make the amount of its pro rata
share of each borrowing available to the Administrative Agent for the account of the Borrower at the Funding Office prior to 12:00 noon,
New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such borrowing
will then be made available to the Borrower by the Administrative Agent crediting the account of the Borrower on the books of such office
with the aggregate of the amounts made available to the Administrative Agent by the Revolving Lenders and in like funds as received by
the Administrative Agent.


 



    39


     


    





 


2.6              
 Commitment Fees, etc. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender
a commitment fee for the period from and including the date hereof to the last day of the Revolving Commitment Period, computed at the
Commitment Fee Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment
is made, payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the date hereof.


 


(b)               
The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in the Engagement
Letter and to perform any other obligations contained therein.


 


2.7              
Termination or Reduction of Revolving Commitments. The Borrower shall have the right, upon not less than three Business
Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of
the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after
giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the Total Revolving Extensions
of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple
thereof, and shall reduce permanently the Revolving Commitments then in effect.


 


2.8              
Optional Prepayments. (a) The Borrower may at any time and from time to time prepay Loans, in whole or in part, without
premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three
Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, one Business Day prior
thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar
Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable
thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.18. Upon receipt of any such notice the Administrative Agent
shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein (provided that such notice may be conditioned on receiving the proceeds of any transaction), together
with (except in the case of any prepayment of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid.
Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof.
Optional prepayments of the Term Loans shall be applied to the remaining installments thereof as directed by the Borrower.


 


(b)               
Notwithstanding anything to the contrary in Sections 2.8(a) or 2.9(a), (i) any prepayment of the Term Loans effected on
or prior to the date that is six months after the Closing Date with the proceeds of a Repricing Transaction described in clause (a) of
the definition thereof shall be accompanied by a fee equal to 1.00% of the principal amount of the Term Loans prepaid (unless such fee
is waived by the applicable Lender) and (ii) if in connection with a Repricing Transaction described in clause (b) of the definition thereof
on or prior to the date that is six months after the Closing Date, any Lender is replaced as a result of its being a non-consenting Lender
in respect of such Repricing Transaction pursuant to Section 2.21(c), such Lender shall be entitled to the fee provided under this
Section 2.8(b) as to its Term Loans so assigned (unless such fee is waived by the applicable Lender).


 


(c)               
Each prepayment of Loans pursuant to this Section 2.8 shall be applied ratably to the Loans specified by the Borrower, provided
that at the Borrower’s election, such prepayment shall not be applied to any Loan of a Defaulting Lender.


 








    40


     


    

 





2.9              
 Mandatory Prepayments and Commitment Reductions. (a) If any Indebtedness shall be issued or incurred by any Loan Party
(excluding any Indebtedness incurred in accordance with Section 7.2), an amount equal to 100% of the Net Cash Proceeds thereof shall be
applied on the date of such issuance or incurrence toward the prepayment of the Term Loans and the reduction of the Revolving Commitments
as set forth in Section 2.9(d).


 


(b)               
If on any date any Loan Party shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment
Notice shall be delivered in respect thereof, 100% of such Net Cash Proceeds shall be applied on such date toward the prepayment of the
Term Loans and the reduction of the Revolving Commitments as set forth in Section 2.9(d); provided, that, notwithstanding the foregoing,
on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment
Event shall be applied toward the prepayment of the Term Loans and the reduction of the Revolving Commitments as set forth in Section
2.9(d).


 


(c)               
If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2021, there shall be Excess
Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the excess of (i) the ECF Percentage of such Excess
Cash Flow over (ii) the sum of (x) the amount of optional prepayments of the Term Loans and the reduction of the Revolving Commitments
as set forth in Section 2.9(d) during such fiscal year and (y) the aggregate amount of cash consideration actually paid by the Borrower
to effect any assignment to it of Term Loans pursuant to a Dutch Auction in accordance with Section 10.6(f) during such fiscal year; provided
that no such prepayment or reduction shall be required if the amount of such excess is less than or equal to $5,000,000. Each such prepayment
and commitment reduction shall be made on a date (an “Excess Cash Flow Application Date”) no later than ten days after
the earlier of (i) the date on which the financial statements of the Borrower referred to in Section 6.1(a), for the fiscal year with
respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are
actually delivered.


 


(d)               
Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to Section 2.9 shall be applied,
first, to the prepayment of the Term Loans and, second, to reduce permanently the Revolving Commitments. Any such reduction
of the Revolving Commitments shall be accompanied by prepayment of the Revolving Loans to the extent, if any, that the Total Revolving
Extensions of Credit exceed the amount of the Total Revolving Commitments as so reduced; provided that if the aggregate principal
amount of Revolving Loans then outstanding is less than the amount of such excess (because L/C Obligations constitute a portion thereof),
the Borrower shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash
in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions reasonably
satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 2.9 shall be made, first,
to ABR Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.9 (except in the case of Revolving
Loans that are ABR Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Mandatory prepayments
of the Term Loans pursuant to this Section 2.9 shall be applied to the remaining installments thereof on a pro rata basis.


 


(e)                With
respect to any prepayments and Commitment reductions made pursuant to Section 2.9, any Lender, at its option, may elect not to
accept such prepayment or Commitment reduction. The Borrower shall notify the Administrative Agent of any event giving rise to a
prepayment or Commitment reduction under this Section 2.9 at least three Business Days prior to the date of such prepayment or
Commitment reduction. Each such notice shall specify the date of such prepayment or Commitment reduction and provide a reasonably
detailed calculation of the amount of such prepayment or Commitment reduction that is required to be made under this Section 2.9.
Any Lender may decline to accept all (but not less than all) of its share of any such prepayment or Commitment reduction (the
 “Declined Amount”) by providing written notice to the Administrative Agent no later than two Business Days after
the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment or Commitment reduction.
If the Lender does not give a notice to the Administrative Agent on or prior to such second Business Day informing the
Administrative Agent that it declines to accept the applicable prepayment or Commitment reduction, then such Lender will be deemed
to have accepted such prepayment or Commitment reduction. Such Lender’s Declined Amount may be retained by the Borrower.


 






    41


     


    

 


2.10          
Conversion and Continuation Options. (a) The Borrower may elect from time to time to convert Eurodollar Loans to ABR Loans
by giving the Administrative Agent prior irrevocable notice of such election, substantially in the form of Exhibit K, no later than 11:00 A.M.,
New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurodollar
Loans may only be made on the last day of an Interest Period with respect thereto or, subject to payment of any amounts owing pursuant
to Section 2.18, at any other time. The Borrower may elect from time to time to convert ABR Loans to Eurodollar Loans by giving the Administrative
Agent prior irrevocable notice of such election, substantially in the form of Exhibit K, no later than 11:00 A.M., New York City time,
on the third Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period
therefor), provided that no ABR Loan under a particular Facility may be converted into a Eurodollar Loan when any Event of Default
has occurred and is continuing and the Administrative Agent or the Majority Facility Lenders in respect of such Facility have determined
in its or their sole discretion not to permit such conversions. Upon receipt of any such notice the Administrative Agent shall promptly
notify each relevant Lender thereof.


 


(b)               
Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto
by the Borrower giving irrevocable notice, substantially in the form of Exhibit K, to the Administrative Agent, in accordance with the
applicable provisions of the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to
be applicable to such Loans, provided that no Eurodollar Loan under a particular Facility may be continued as such when any Event
of Default has occurred and is continuing and the Administrative Agent has or the Majority Facility Lenders in respect of such Facility
have determined in its or their sole discretion not to permit such continuations, and provided, further, that if the Borrower
shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding
proviso such Loans shall be automatically converted to ABR Loans on the last day of such then expiring Interest Period. Upon receipt of
any such notice the Administrative Agent shall promptly notify each relevant Lender thereof.


 


2.11          
Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions
and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections
so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall
be equal to $1,000,000 or a whole multiple of $500,000 in excess thereof and (b) no more than 10 Eurodollar Tranches shall be outstanding
at any one time.


 


2.12          
Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear interest for each day during each Interest Period
with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin.


 


(b)               
Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.


 






    42


     


    

 





(c)               
 (i) If all or a portion of the principal amount of any Loan shall not be paid when due (whether at the stated maturity,
by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to in the case of the Loans, the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.12 plus 2%, and (ii) if all or
a portion of any interest payable on any Loan or any commitment fee or other amount payable hereunder shall not be paid when due (whether
at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the rate then
applicable to ABR Loans under the relevant Facility plus 2% (or, in the case of any such other amounts that do not relate to a
particular Facility, the rate then applicable to ABR Loans under the Revolving Facility plus 2%), in each case, with respect to
clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after as before judgment).


 


(d)               
Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph
(c) of this Section 2.12 shall be payable from time to time on demand.


 


2.13          
Computation of Interest and Fees. (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day
year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of the
Prime Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days
elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a
Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR or the Statutory Reserve Rate shall become
effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable
notify the Borrower and the relevant Lenders of the effective date and the amount of each such change in interest rate.


 


(b)               
Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request
of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest
rate pursuant to Section 2.12(a).


 


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


 


(i)          the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do
not exist for ascertaining the Eurodollar Rate or the Eurodollar Base Rate, as applicable (including because the LIBO Screen Rate is
not available or published on a current basis), for such Interest Period; provided that no Benchmark Transition Event shall have occurred
at such time; or


 


(ii)         the Administrative Agent is advised by the Majority Facility Lenders in respect of the relevant Facility that the Eurodollar Rate
or the Eurodollar Base Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or
Lender) of making or maintaining their Loans (or its Loan) included in such borrowing for such Interest Period;


 


then the Administrative Agent shall give notice thereof to the
Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (A)
any request for the conversion of any Revolving Loan to, or continuation of any Revolving Loan as, a Eurodollar Loan shall be
ineffective, (B) if any request is made for a borrowing of a Eurodollar Revolving Loan, such Loan shall be made as an ABR Loan;
provided that if the circumstances giving rise to such notice affect only one Type of Loans, then the other Type of Loans shall be
permitted.


 






    43


     


    

 


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


 


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


 


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


 


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


 






    44


     


    

 


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


 


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


 


2.15          
Pro Rata Treatment and Payments. (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower
on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective
Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders.


 


(b)               
Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Term Loans shall
be made pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders. Amounts
prepaid on account of the Term Loans may not be reborrowed.


 


(c)               
Each payment (including each prepayment) by the Borrower on account of principal of and interest on the Revolving Loans
shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Revolving
Lenders.


 


(d)                All
payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or otherwise,
shall be made without setoff or counterclaim and shall be made prior to 12:00 noon, New York City time, on the due date thereof to
the Administrative Agent, for the account of the Lenders, at the Funding Office, in Dollars and in immediately available funds. The
Administrative Agent shall distribute such payments to each relevant Lender promptly upon receipt in like funds as received, net of
any amounts owing by such Lender pursuant to Section 9.7. If any payment hereunder (other than payments on the Eurodollar Loans)
becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. If
any payment on a Eurodollar Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended
to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month,
in which event such payment shall be made on the immediately preceding Business Day. In the case of any extension of any payment of
principal pursuant to the preceding two sentences, interest thereon shall be payable at the then applicable rate during such
extension.


 






    45


     


    

 


(e)               
Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender
will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent
may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may, in reliance
upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately
available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing
under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made
available to the Administrative Agent by such Lender within three Business Days after such Borrowing Date, the Administrative Agent shall
also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans under the relevant Facility,
on demand, from the Borrower. Nothing herein shall be deemed to limit the rights of the Administrative Agent or the Borrower against such
Lender.


 


(f)                
Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due
to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent
may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon
such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not
made to the Administrative Agent by the Borrower within three Business Days after such due date, the Administrative Agent shall be entitled
to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with
interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit
the rights of the Administrative Agent or any Lender against the Borrower.


 


(g)               
If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.5, 2.15(e), 2.15(f), 3.4(a)
or 9.7, then the Administrative Agent may, in its discretion (notwithstanding any contrary provision of this Agreement), 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.


 


2.16          
Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application
thereof or compliance by any Lender or the Issuing Lender with any request or directive (whether or not having the force of law) from
any central bank or other Governmental Authority made subsequent to the date hereof:


 


(i)                 shall
subject any Lender or the Issuing Lender to any tax (except for Indemnified Taxes, clauses (x) through (z) of the definition of
Excluded Taxes, and Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or
its deposits, reserves other liabilities or capital attributable thereto;


 






    46


     


    

 


(ii)              
shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held
by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition
of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate; or


 


(iii)            
shall impose on such Lender any other condition (other than Taxes);


 


and the result of any of the foregoing is to increase the cost to such
Lender or such Issuing Lender, by an amount that such Lender or Issuing Lender deems to be material, of making, converting into, continuing
or maintaining Eurodollar Loans or, in the case of (i), any Loans, or participating in Letters of Credit or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand,
any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable. If
any Lender or the Issuing Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify
the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled and deliver a certificate
contemplated by Section 2.16(d) with respect thereto.


 


(b)               
If any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy
or liquidity or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with
any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority
made subsequent to the date hereof shall have the effect of reducing the rate of return on such Lender’s or such corporation’s
capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved
but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect
to capital adequacy or liquidity) by an amount deemed by such Lender to be material, then from time to time, after submission by such
Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender or such corporation for such reduction.


 


(c)               
Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated
by the Bank for International Settlements, the Basel Committee on Banking Supervisions (or any successor or similar authority) or by United
States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) 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, shall in each case be deemed to be a change in Requirement of Law, regardless of the date enacted, adopted, issued or implemented.


 


(d)                A
certificate as to any additional amounts payable pursuant to this Section 2.16 submitted by any Lender to the Borrower (with a
copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in
this Section 2.16, the Borrower shall not be required to compensate a Lender pursuant to this Section 2.16 for any amounts incurred
more than six months prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation
therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six-month period
shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 2.16
shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 






    47


     


    

 


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


 


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


 


(c)               
Whenever any Indemnified Taxes are payable by a Loan Party, as promptly as possible thereafter the applicable Loan Party
shall send to the Administrative Agent for its own account a certified copy of an official receipt received by such Loan Party (or if
an official receipt is not available, such other documentation as shall be reasonably satisfactory to the Administrative Agent) showing
payment thereof. The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after demand therefor, for (i)
the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or attributable to amounts payable under this Section 2.17)
paid by the Administrative Agent or such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified Taxes were correctly or legally imposed by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on
its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(d)               
Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes
attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such
Taxes and without limiting the obligation of the Loan Parties to do so) and (ii) any Taxes attributable to such Lender's failure to comply
with the provisions of Section 10.6(c) relating to the maintenance of a Participant Register, in either 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 the Lender from any other source against any amount due to the Administrative
Agent under this paragraph (d).


 






    48


     


    

 


(e)                (i)
Each Lender (or Transferee) that is not a “U.S. Person” as defined in Section 7701(a)(30) of the Code (a
 “Non-U.S. Lender”), on or before the date such Lender (or Transferee) becomes a party to this Agreement,
shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related
participation shall have been purchased) (A) two original copies of either U.S. Internal Revenue Service Form W-8BEN, Form W-8BEN-E
or Form W-8ECI, as appropriate or any subsequent versions thereof or successors thereto, true, correct and complete in all material
respects and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal
withholding tax on all payments by the Borrower under this Agreement and the other Loan Documents, (B) in the case of a Non-U.S.
Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of
 “portfolio interest”, a statement substantially in the form of applicable Exhibit I and an applicable Form W-8, or any
subsequent versions thereof or successors thereto, true, correct and complete in all material respects and duly executed by such
Non-U.S. Lender, or (C) two copies of Form W-8IMY (together with the forms described above in clauses (A) or (B), as required). (ii)Each
Lender (or Transferee) that is a “U.S. Person” as defined in Section 7701(a)(30) of the Code, on or before the date such
Lender (or Transferee) becomes a party to this Agreement (and from time to time thereafter as prescribed by applicable law or upon
the request of the Borrower or the Administrative Agent), two original copies of U.S. Internal Revenue Service Form W-9, or any
subsequent versions or successors thereto, true, correct and complete in all material respects and duly executed by such Lender,
establishing that the Lender is not subject to U.S. backup withholding tax.


 


(iii)            
A Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which
the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver
to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by
the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit
such payments to be made without withholding or at a reduced rate; provided that no Lender is required to deliver such documentation unless
such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s judgment such completion,
execution or submission would not materially prejudice the legal or commercial position of such Lender.


 


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


 


(v)                The
forms described in this Section 2.17(e)above shall be delivered by the applicable Lender on or before the date it becomes a
party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related
participation). In addition, each Lender shall deliver such forms from time to time thereafter upon the reasonable request of the
Borrower or the Administrative Agent, and promptly upon the obsolescence or invalidity of any form previously delivered by such
Lender. Each Lender shall promptly notify the Borrower at any time it determines that it is no longer in a position to provide any
previously delivered certificate to such Borrower (or any other form of certification adopted by the U.S. taxing authorities for
such purpose). Notwithstanding any other provision of this paragraph, a Lender shall not be required to deliver any form pursuant to
this paragraph (other than such documentation set forth in paragraphs (e)(i), (e)(ii) and (e)(iv) of this Section) that such Lender
is not legally able to deliver.


 






    49


     


    

 



 


(f)            If any Lender or the Administrative Agent receives a refund that it determines, in the sole discretion of such Lender or
Administrative Agent (exercised in good faith), is allocable to any amount paid by a Loan Party pursuant to this Section 2.17(including
by the payment of additional amounts pursuant to this Section 2.17), it shall promptly notify the applicable Loan Party of such refund
and shall, within 15 days after receipt, repay such refund or credit (but only to the extent of indemnity payments made, or additional
amounts paid, by such Loan Party) to such Loan Party net of all out-of-pocket expenses of such Lender or the Administrative Agent and
without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, however,
that such Loan Party, upon the request of such Lender or the Administrative Agent, agrees to repay the amount paid over to such Loan Party
pursuant to this paragraph (g) to such Lender or the Administrative Agent (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority), within 15 days after receipt of written request by such Lender of the Administrative Agent in the event
such Lender or the Administrative Agent is required to repay such refund. This paragraph shall not be construed to require the Administrative
Agent or any Lender to make available its tax returns (or any information relating to its taxes which it deems confidential) to any Loan
Party or any other Person.


 


(g)           The
agreements in this Section 2.17 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable
hereunder.


 


(h)            For
purposes of this Section 2.17, the term “Lender” includes the Issuing Lender.


 


2.18          
Indemnity. The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense
that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or
continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement;
(b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof
in accordance with the provisions of this Agreement or (c) the making of a prepayment of Eurodollar Loans or the conversion of Eurodollar
Loans to ABR Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount
equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid or converted, or not so borrowed,
converted or continued, for the period from the date of such prepayment or conversion or of such failure to borrow, convert or continue
to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have
commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding,
however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender)
that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in
the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section 2.18 submitted to the Borrower by any
Lender shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the payment
of the Loans and all other amounts payable hereunder.


 






    50


     


    

 


2.19           Change
of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to a request by such Lender for the
payment of any additional amounts pursuant to Sections 2.16, 2.17(a), 2.17(c) or 2.18 with respect to such Lender, it will, if
requested by the Borrower, use reasonable efforts to designate another lending office for any Loans affected by such event or to
assign its rights and obligations hereunder to another of its offices, branches, or affiliates if such assignment designation would
avoid the consequences of such event; provided, that such designation is made on terms that, in the sole judgment of such
Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided, further,
that nothing in this Section 2.19 shall affect or postpone any of the obligations of the Borrower or the rights of any Lender
pursuant to Section 2.16 or 2.17(a).


 


2.20          
Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts
owing pursuant to Section 2.16, 2.17(a) or 2.17(c); (b) is a Defaulting Lender; or (c) does not consent to any proposed amendment, supplement,
modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the
Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), with a replacement
financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) prior to any
such replacement, such Lender shall have taken no action under Section 2.19 so as to fully eliminate the continued need for payment of
amounts owing pursuant to Section 2.16 or 2.17(a), (iii) the replacement financial institution shall purchase, at par, all Loans and other
amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender
under Section 2.18 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest
Period relating thereto, (v) the replacement financial institution shall be approved by the Administrative Agent (which approval shall
not be unreasonably withheld, conditioned or delayed and provided that, with respect to a replacement financial institution under the
Term Facility, no consent of the Administrative Agent shall be needed if such replacement financial institution is a Lender, an Affiliate
of a Lender or an Approved Fund), (vi) the replaced Lender shall be obligated to make such replacement in accordance with the provisions
of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein),
(vii) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant
to Section 2.16 or 2.17(a), as the case may be, and (viii) any such replacement shall not be deemed to be a waiver of any rights
that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender.


 


In the event that a Lender to be replaced hereunder
does not execute an assignment pursuant to Section 10.6 within five (5) Business Days after receipt by such Lender of notice of replacement
pursuant to this Section 2.20 and presentation to such Lender of an assignment evidencing an assignment pursuant to this Section 2.20,
the Borrower shall be entitled (but not obligated) to execute such an assignment on behalf of such Lender, and any such assignment so
executed by the Borrower, the replacement Lender and the Administrative Agent, shall be effective for purposes of this Section 2.20 and
Section 10.6. Notwithstanding the foregoing, with respect to a Lender that is a Defaulting Lender, the Borrower or the Administrative
Agent may obtain a replacement Lender and execute an assignment on behalf of such Defaulting Lender at any time and without prior notice
to such Defaulting Lender and cause all of its interest, rights, and obligations hereunder including all of its Loans and Commitments
and other amounts at any time owing to it hereunder and the other Loan Documents to be sold and assigned at par. Upon any such assignment
and payment and compliance with the other provisions of Section 10.6, such replaced Lender shall no longer constitute a “Lender”
for purposes hereof; provided, any rights of such replaced Lender to the benefits of Sections 2.16, 2.17, 2.18 and 10.5 hereunder (to
the extent not accounted for in the first paragraph of this Section 2.20) shall survive as to such replaced Lender.


 









    51


     


    

 


2.21         Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting
Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:


 


(a)            fees
shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender or be payable for the benefit of such Defaulting
Lender pursuant to Section 2.6(a);


 


(b)           the
unpaid principal amount of the Term Loans and the Revolving Commitments (or if the Revolving Commitments have been terminated, the Revolving
Extensions of Credit) of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have
taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 10.1), provided that
any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects such Defaulting Lender
shall require the consent of such Defaulting Lender;


 


(c)           if any L/C Exposure exists at the time such Lender becomes a Defaulting Lender then:


 


(i)                
all or any part of the L/C Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance
with their respective Revolving Percentages but only to the extent the sum of all non-Defaulting Lenders’ Revolving Extensions of
Credit plus such Defaulting Lender’s L/C Exposure does not exceed the total of all non-Defaulting Lenders’ Revolving
Commitments;


 


(ii)              
if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one Business
Day following notice by the Administrative Agent cash collateralize for the benefit of the Issuing Lender only the Borrower’s obligations
corresponding to such Defaulting Lender’s L/C Exposure (after giving effect to any partial reallocation pursuant to clause (i) above)
in accordance with the procedures set forth in Section 9 for so long as such L/C Exposure is outstanding;


 


(iii)            
if the Borrower cash collateralizes any portion of such Defaulting Lender’s L/C Exposure pursuant to clause (ii) above, the
Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 3.3(a) with respect to such Defaulting Lender’s
L/C Exposure during the period such Defaulting Lender’s L/C Exposure is cash collateralized;


 


(iv)             
if the L/C Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Section 3.3(a) shall be adjusted in accordance with such non-Defaulting Lenders’ Revolving Percentages; and


 


(v)               
if all or any portion of such Defaulting Lender’s L/C Exposure is neither reallocated nor cash collateralized pursuant to
clause (i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Lender or any other Lender hereunder, all fees
payable under Section 3.3(a) with respect to such Defaulting Lender’s L/C Exposure shall be payable to the Issuing Lender until
and to the extent that such L/C Exposure is reallocated and/or cash collateralized;


 


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


 






    52


     


    

 


(e)               
any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and
including any amount that would otherwise be payable to such Defaulting Lender) shall, in lieu of being distributed to such Defaulting
Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied
at such time or times as may be determined by the Administrative Agent (i) first, to the payment of any amounts owing by such Defaulting
Lender to the Administrative Agent hereunder, (ii) second, to the funding of any Loan in respect of which such Defaulting Lender has failed
to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (iii) third, to the reimbursement
of the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under
any Letter of Credit, (iv) fourth, if so determined by the Administrative Agent and the Borrower, held in such account as cash collateral
for future funding obligations of the Defaulting Lender in respect of any Loans under this Agreement and (v) fifth, to such Defaulting
Lender or as otherwise directed by a court of competent jurisdiction.


 


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


 






    53


     


    

 


2.22          
Incremental Facilities.


 


(a)            The
Borrower and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall (i) add one or more
new tranches of term facilities and/or increase the principal amount of the Term Loans (each such new tranche or increase, an
 “Incremental Term Facility”) or (ii) increase the aggregate amount of Revolving Commitments (any such increase,
an “Incremental Revolving Facility”; together with any Incremental Term Facilities, the “Incremental
Facilities”), as applicable, by executing and delivering to the Administrative Agent an Increased Facility Activation
Notice specifying (i) the amount of such increase (or loans that will comprise any such new tranche) and the Facility or
Facilities involved, (ii) the applicable Increased Facility Closing Date (which may be selected by the Borrower after the
Closing Date) and (iii) in the case of Incremental Term Loans, (x) the applicable Incremental Term Facility maturity date,
(y) the amortization schedule for such Incremental Term Facility and (z) the Applicable Margin for such Incremental Term
Facility; provided, that (A) no Default or Event of Default exists or shall exist immediately before or after giving
effect to such Incremental Facility; (B) except as otherwise agreed by the Lenders (including New Lenders) committing to provide
such Incremental Facility, the proceeds of which are to be used to finance a Permitted Acquisition, each of the representations and
warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects
immediately prior to, and after giving effect to, such Incremental Facility, except for representations and warranties made as of a
specific earlier date that shall be true and correct in all material respects as of such earlier date, (C) except in the case
of customary bridge financings, which, subject to customary conditions (as determined by the Borrower in good faith), the terms of
which either provide for an automatic extension of the maturity date thereof to a date that would satisfy the following requirement
in this clause (C) or require such bridge loans be converted into or exchanged for permanent financing with a maturity date that
would satisfy the following requirement in this clause (C), the maturity date and weighted average life to maturity of any such
Incremental Term Facility shall be no earlier than or shorter than the maturity date and weighted average life to maturity,
respectively, of the Term Facility; (D) the interest rates and amortization schedule applicable to any Incremental Term Facility
shall be determined by the Borrower and the Lenders thereunder; provided that, only during the period commencing on the
Closing Date and ending on the date that is twelve months following the Closing Date, the total yield (calculated for both the
Incremental Term Loans and the Term Loans, including the upfront fees, any interest rate floors and any OID, but excluding any
arrangement, underwriting or similar fee paid by the Borrower) in respect of any Incremental Term Loans will not be more than 0.50%
higher than the corresponding total yield for the existing Term Loans (it being understood that any such increase may take the form
of OID with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year
life to maturity), unless the interest rate margins with respect to the existing Term Loans are increased by an amount equal to the
difference between the total yield with respect to the Incremental Term Loans and the corresponding total yield on the existing Term
Facility minus 0.50% (such adjustment, the “MFN Adjustment”) and (E) the Incremental Revolving Facility shall be
on terms and pursuant to documentation applicable to the Revolving Facility (including the maturity date in respect thereof) and any
Incremental Term Facility shall be on terms and pursuant to documentation to be determined by the Borrower and the Lenders
thereunder, provided that, in the case of the Incremental Term Loans, to the extent such terms, taken as a whole, are
materially more restrictive than the terms relating to the existing Term Facility (except to the extent permitted by clause (C) or
(D) above), such terms (x) shall be reasonably satisfactory to the Administrative Agent, (y) shall only be applicable after the
latest maturity date of the then-existing Term Loans or (z) the Lenders of the then-existing Term Loans receive the benefit of such
more restrictive terms; provided that, the Lenders (including New Lenders) committing to provide Incremental Term Loans, the
proceeds of which are to be used to finance a Permitted Acquisition or Investment, may agree (i) that the satisfaction of the
conditions set forth in the foregoing clauses (A) and (B) may be tested as of the date that the definitive documentation for such
Permitted Acquisition or Investment is executed, (ii) that, with respect to a Limited Condition Acquisition, the reference in clause
(A) to a Default or Event of Default shall instead refer to an Event of Default under Section 8(a) or (f) and (iii) with respect to
a Limited Condition Acquisition, to waive without the consent of any other Credit Party the condition set forth in clause (B).
Notwithstanding the foregoing, (i) without the consent of the Required Lenders, the aggregate amount of incremental Revolving
Commitments and borrowings of Incremental Term Loans shall not exceed (x) the greater of (x) $100,000,000 and (y) 100% of
Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower most recently ended (determined at the
time of incurrence of such Indebtedness) (the “Incremental Fixed Amount”) plus (y) an amount so long as the
Total Leverage Ratio (as determined on a pro forma basis giving effect to such Incremental Facility as though fully borrowed and any
other transactions in connection therewith) is not in excess of 4.00:1.00 (the “Incremental Ratio Amount”) (the
sum of clauses (x) and (y), the “Incremental Limit”) and (ii) without the consent of the Administrative Agent,
(x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000 and (y) no more than six
Increased Facility Closing Dates may be selected by the Borrower after the Closing Date. No Lender shall have any obligation to
participate in any increase described in this paragraph unless it agrees to do so in its sole discretion.


 


(b)               
Any additional bank, financial institution or other entity which, with the consent of the Borrower and, other than with
respect to a Lender, an Affiliate of a Lender, or an Approved Fund, the Administrative Agent (which consent shall not be unreasonably
withheld, conditioned or delayed), elects to become a “Lender” under this Agreement in connection with any transaction described
in Section 2.22(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form
of Exhibit C, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for
all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.


 









    54


     


    

 


(c)               
 Unless otherwise agreed by the Administrative Agent, on each Increased Facility Closing Date with respect to the Revolving
Facility, the Borrower shall borrow Revolving Loans under the relevant increased Revolving Commitments from each Lender participating
in the relevant increase in an amount determined by reference to the amount of each Type of Loan (and, in the case of Eurodollar Loans,
of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been
borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested
to be so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed
pursuant to the preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in
the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as shall be agreed upon between
the Borrower and the relevant Lender).


 


(d)               
The proceeds of the Incremental Facilities shall be used for purposes permitted by Section 6.10.


 


(e)               
Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased
Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and
terms of the Incremental Term Loans evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent
with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto.


 


2.23          
Extension of Loans and 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 of any Facility or Commitments of any Facility with a like maturity date, in
each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Loans or Commitments of such Facility)
and on the same terms to each such Lender, the Borrower is hereby permitted to consummate transactions with any individual Lender who
accepts the terms contained in the relevant Extension Offer to extend the maturity date of such Lender’s Loans and/or Commitments
of such Facility 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, if any, in respect of such Loans) (each, an “Extension”, and each group of Loans
or Commitments, as applicable, in each case as so extended, and the original Loans and the original Commitments (in each case not so
extended), being a “tranche”; it being understood that any Extended Term Loans shall constitute a separate tranche
of Loans from the tranche of Loans from which they were converted and any Extended Revolving Commitments shall constitute a separate
tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following
terms are satisfied:


 


(i)                 except
as to (A) interest rates, fees and final maturity (which shall, subject to immediately succeeding clause (iii), be determined
by the Borrower and any Lender who agrees to an Extension of its Revolving Commitments and set forth in the relevant Extension
Offer) and (B) any covenants or other provisions applicable only to periods after the Latest Maturity Date, the Revolving Commitment
of any Lender who agrees to an extension with respect to such Commitment (an “Extended Revolving Commitment”; and
the Loans thereunder, “Extended Revolving Loans”), and the related outstandings, shall constitute a revolving
commitment (or related outstandings, as the case may be) with the same terms (or terms not less favorable to existing Lenders) as
the tranche of Revolving Commitments subject to the relevant Extension Offer (and related outstandings) provided hereunder; provided
that to the extent more than one Revolving Facility exists after giving effect to any such Extension, (x) the borrowing and
repayment (except for (1) payments of interest and fees at different rates on the Revolving Facilities (and related outstandings),
(2) repayments required upon the maturity or termination date of any Revolving Facility and (3) repayments made in connection with a
permanent repayment and termination of Revolving Commitments under any Revolving Facility (subject to clause (z) below)) of
Revolving Loans with respect to any Revolving Facility after the effective date of such Extended Revolving Commitments shall be made
on a pro rata basis with all other Revolving Facilities, (y) all Letters of Credit shall be participated on a pro rata basis by all
Revolving Lenders and (z) the permanent repayment of Revolving Loans with respect to, and reduction or termination of Revolving
Commitments under, any Revolving Facility after the effective date of such Extended Revolving Commitments shall be made on a pro
rata basis with all other Revolving Facilities, except that the Borrower shall be permitted to permanently repay Revolving Loans and
terminate Revolving Commitments of any Revolving Facility on a greater than pro rata basis as compared to any other Revolving
Facilities with a later maturity or termination date than such Revolving Facility;


 






    55


     


    

 


(ii)              
except as to (A) interest rates, fees, amortization, final maturity date, premiums, required prepayment dates and participation
in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (v), be determined by the
Borrower and any Lender who agrees to an Extension of its Term Loans and set forth in the relevant Extension Offer) and (B) any covenants
or other provisions applicable only to periods after the Latest 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”) shall
have the same terms (or terms not less favorable to existing Lenders) as the tranche of Term Loans subject to the relevant Extension Offer;
provided, however, that any representations and warranties, affirmative and negative covenants (including financial covenants)
and events of default applicable to such tranche of Extended Term Loans that also expressly apply to (and for the benefit of) the tranche
of Term Loans subject to the Extension Offer and each other Term Loan Facility hereunder may be more favorable to the lenders of the applicable
tranche of Extended Term Loans than those originally applicable to the tranche of Term Loans subject to the Extension Offer;


 


(iii)            
(x) the final maturity date of any Extended Term Loans may be no earlier than the then applicable Latest Maturity Date at
the time of Extension and (y) no Extended Revolving Commitments or Extended Revolving Loans may have a final maturity date earlier than
(or require commitment reductions prior to) the Latest Maturity Date applicable to any then-existing Revolving Facility;


 


(iv)             
the weighted average life to maturity of any Extended Term Loans shall be no shorter than the remaining weighted average life to
maturity of any then-existing Term Loans;


 


(v)               
any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis)
in any voluntary or mandatory repayments or prepayments (but, for purposes of clarity, not scheduled amortization payments) in respect
of the Term Loans, in each case as specified in the relevant Extension Offer;


 


(vi)              if
the aggregate principal amount of Loans or Commitments, as the case may be, in respect of which Lenders have accepted the relevant
Extension Offer exceed 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 the applicable Lender’s actual
holdings of record) with respect to which such Lenders have accepted such Extension Offer;


 






    56


     


    

 


(vii)           
unless the Administrative Agent otherwise agrees, any Extension must be in a minimum amount of $10,000,000;


 


(viii)         
any applicable Minimum Extension Condition must be satisfied or waived by the Borrower ;


 


(ix)             
any documentation in respect of any Extension shall be consistent with the foregoing;


 


(x)               
no Extension of any Revolving Facility shall be effective as to any Issuing Lender with respect to Letters of Credit without the
consent of such Issuing Lender (such consents not to be unreasonably withheld or delayed)(and, in the absence of such consent, all references
herein to Latest Revolving Maturity Date shall be determined, when used in reference to such Issuing Lender without giving effect to such
Extension);


 


(xi)             
except as the Borrower and any Lender may separately agree, no Lender shall be obligated to provide any Extended Term Loans or
make any Extended Revolving Commitments, and the determination to provide such commitments shall be within the sole and absolute discretion
of such Lender; and


 


(xii)           
no Default or Event of Default shall have occurred and be continuing at the time the offering document in respect of an Extension
Offer is delivered to the Lenders.


 


(b)          (i) No Extension consummated in reliance on this Section 2.23 shall constitute a voluntary or mandatory prepayment
for purposes of Sections 2.8 or 2.9, (ii) the scheduled amortization payments (insofar as such schedule affects payments
due to Lenders participating in the relevant Facility) set forth in Section 2.3 shall be adjusted to give effect to any Extension
of any Facility of Loans and/or Commitments and (iii) except as set forth in clause (a)(vii) 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 the consummation of any Extension that a minimum amount (to be specified in the relevant
Extension Offer in the Borrower ’s sole discretion) of Loans or Commitments (as applicable) of any or all applicable tranches be
tendered; it being understood that the Borrower may, in its sole discretion, waive any such Minimum Extension Condition. The Administrative
Agent and the Lenders hereby consent to the transactions contemplated by this Section 2.23 (including, for the avoidance of doubt,
the payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving 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 Sections
2.3, 2.4, 2.8, 2.9 and/or 2.15) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction
contemplated by this Section.


 






    57


     


    

 


(c)                Subject
to any consents required under Section 2.23(a)(x), no consent of any Lender or the Administrative Agent shall be required to
effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans
and/or Commitments of any Facility (or a portion thereof). All Extended Term Loans and Extended Revolving Commitments and all
obligations in respect thereof shall constitute 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 Obligations under this Agreement and the other
Loan Documents. The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Extension Amendment and any
amendments to any of the other Loan Documents with the Loan Parties as may be necessary in order to establish new tranches or
sub-tranches 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 tranches or
sub-tranches, 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 five 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.


 


Section
3.      LETTERS OF CREDIT


 


3.1              
L/C Commitment. (a) Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the
other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for
the account of the Borrower on any Business Day during the Revolving Commitment Period in such form as may be approved from time to time
by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving
effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving
Commitments would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier
of (x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the Revolving Termination Date,
provided that any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods (which shall
in no event extend beyond the date referred to in clause (y) above).


 


(b)               
The Issuing Lender shall not at any time be obligated to issue any Letter of Credit if such issuance would conflict with,
or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any applicable Requirement of Law.


 


3.2              
Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that the Issuing Lender issue a Letter
of Credit by delivering to the Issuing Lender at its address for notices specified herein an Application therefor, completed to the satisfaction
of the Issuing Lender, and such other certificates, documents and other papers and information as the Issuing Lender may request. Upon
receipt of any Application, the Issuing Lender will process such Application and the certificates, documents and other papers and information
delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Lender be required to issue any Letter of Credit earlier than three Business Days after its
receipt of the Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing
the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the Issuing Lender and the Borrower.
The Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower promptly following the issuance thereof. The Issuing
Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance
of each Letter of Credit (including the amount thereof).


 









    58


     


    

 


3.3              
 Fees and Other Charges. (a) The Borrower will pay a fee on all outstanding Letters of Credit at a per annum rate equal
to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility, shared ratably among the Revolving
Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, the Borrower shall pay to the
Issuing Lender for its own account a fronting fee of 0.125% per annum on the undrawn and unexpired amount of each Letter of Credit, payable
quarterly in arrears on each Fee Payment Date after the issuance date.


 


(b)               
In addition to the foregoing fees, the Borrower shall pay or reimburse the Issuing Lender for such normal and customary
costs and expenses as are incurred or charged by the Issuing Lender in issuing, negotiating, effecting payment under, amending or otherwise
administering any Letter of Credit.


 


3.4              
L/C Participations. (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to
induce the Issuing Lender to issue Letters of Credit, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts
and purchases from the Issuing Lender, on the terms and conditions set forth below, for such L/C Participant’s own account and risk
an undivided interest equal to such L/C Participant’s Revolving Percentage in the Issuing Lender’s obligations and rights
under and in respect of each Letter of Credit and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant
agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full
by the Borrower in accordance with the terms of this Agreement (or in the event that any reimbursement received by the Issuing Lender
shall be required to be returned by it at any time), such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s
address for notices specified herein an amount equal to such L/C Participant’s Revolving Percentage of the amount that is not so
reimbursed (or is so returned). Each L/C Participant’s obligation to pay such amount shall be absolute and unconditional and shall
not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such L/C Participant
may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of
a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 5, (iii) any adverse change
in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower,
any other Loan Party or any other L/C Participant or (v) any other circumstance, happening or event whatsoever, whether or not similar
to any of the foregoing.


 


(b)               
If any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of
any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit is paid to the Issuing Lender within three
Business Days after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand an amount equal to the
product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from and including the date such
payment is required to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator
of which is the number of days that elapse during such period and the denominator of which is 360. If any such amount required to be paid
by any L/C Participant pursuant to Section 3.4(a) is not made available to the Issuing Lender by such L/C Participant within three Business
Days after the date such payment is due, the Issuing Lender shall be entitled to recover from such L/C Participant, on demand, such amount
with interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the Revolving Facility. A certificate
of the Issuing Lender submitted to any L/C Participant with respect to any amounts owing under this Section 3.4(b) shall be conclusive
in the absence of manifest error.


 






    59


     


    

 



 


(c)                Whenever,
at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with Section 3.4(a), the Issuing Lender receives any payment related to such Letter of
Credit (whether directly from the Borrower or otherwise, including proceeds of Collateral applied thereto by the Issuing Lender), or
any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by the Issuing Lender shall be required
to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously
distributed by the Issuing Lender to it.


 


3.5              
Reimbursement Obligation of the Borrower. If any draft is paid under any Letter of Credit, the Borrower shall reimburse
the Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred by the
Issuing Lender in connection with such payment, not later than 12:00 noon, New York City time, on (i) the Business Day that the Borrower
receives notice of such draft, if such notice is received on such day prior to 10:00 A.M., New York City time, or (ii) if clause (i) above
does not apply, the Business Day immediately following the day that the Borrower receives such notice. Each such payment shall be made
to the Issuing Lender at its address for notices referred to herein in Dollars and in immediately available funds. Interest shall be payable
on any such amounts from the date on which the relevant draft is paid until payment in full at the rate set forth in (x) until the
Business Day next succeeding the date of the relevant notice, Section 2.12(b) and (y) thereafter, Section 2.12(c).


 


3.6               Obligations
Absolute. The Borrower’s obligations under this Section 3 shall be absolute, unconditional and irrevocable under any and
all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have had against
the Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with the Issuing Lender that
the Issuing Lender shall not be responsible for, and the Borrower’s Reimbursement Obligations under Section 3.5 shall not be
affected by, among other things, (a) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any
term or provision therein, (b) any draft or other document presented under a Letter of Credit proving to be invalid, fraudulent or
forged in any respect or any statement therein being untrue or inaccurate in any respect, (c) any dispute between or among the
Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any
claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee, (d) payment by the
Issuing Lender under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of
such Letter of Credit, or (e) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section 3.6, constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrower's obligations hereunder. The Issuing Lender shall not have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or message or advice, however transmitted, in connection with any Letter of
Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Lender; provided that the foregoing shall not be construed
to excuse the Issuing Lender from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect,
consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by the Issuing Lender's failure to exercise care when determining whether
drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree
that, in the absence of gross negligence or willful misconduct on the part of the Issuing Lender (as finally determined by a court
of competent jurisdiction), the Issuing Lender shall be deemed to have exercised care in each such determination. In furtherance of
the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear
on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Lender may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit.


 






    60


     


    

 


3.7              
Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the Issuing Lender shall
promptly notify the Borrower of the date and amount thereof. The responsibility of the Issuing Lender to the Borrower in connection with
any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in such
Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection
with such presentment are substantially in conformity with such Letter of Credit.


 


3.8              
Applications. To the extent that any provision of any Application related to any Letter of Credit is inconsistent with the
provisions of this Section 3, the provisions of this Section 3 shall apply.


 


Section
4.      REPRESENTATIONS AND WARRANTIES


 


To induce the Administrative Agent and the Lenders
to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, Parent and the Borrower hereby jointly
and severally represent and warrant to the Administrative Agent and each Lender that:


 


4.1              
Financial Condition. The audited consolidated balance sheets of the Borrower as at December 31, 2018, December 31, 2019
and December 31, 2020, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported
on by and accompanied by an unqualified report from KPMG LLP, present fairly in all material respects the consolidated financial condition
of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal
years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with
GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed
therein).


 


4.2              
No Change. Since December 31, 2020, there has been no development or event that has had or could reasonably be expected
to have a Material Adverse Effect.


 


4.3              
Existence; Compliance with Law. Each Loan Party (a) is duly organized, validly existing and in good standing (or, in the
case of any Foreign Subsidiary, the equivalent status in any foreign jurisdiction) under the laws of the jurisdiction of its organization,
(b) has the requisite power and authority, and the legal right, to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign company and in good standing under
the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification
except to the extent that the failure to so qualify could not, in the aggregate, reasonably be expected to have a Material Adverse Effect
and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 






    61


     


    

 


4.4               Power;
Authorization; Enforceable Obligations. Each Loan Party has the requisite limited liability company or other corporate power and
authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the
Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the
execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the
Loans on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority or any other Person is required in connection with the Loans hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) consents,
authorizations, filings and notices that have been obtained or made and are in full force and effect, (ii) consents, authorizations,
filings and notices contemplated by the Security Documents, (iii) consents, authorizations, filings and notices which customarily
are required in connection with the exercise of remedies in respect of the Collateral, (iv) those consents, authorizations, filings
and notices the failure of which to obtain, take, give or make could not be reasonably expected to have a Material Adverse Effect
and (v) the filings referred to in Section 4.17. Each Loan Document has been duly executed and delivered on behalf of each Loan
Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and
binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings
in equity or at law).


 


4.5              
No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters
of Credit, the borrowings hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation
of any Loan Party (except for violations that could not be reasonably expected to result in a Material Adverse Effect) and will not result
in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of
Law or any such Contractual Obligation (other than the Liens created by the Security Documents).


 


4.6              
Litigation. Except as set forth on Schedule 4.6, no litigation, investigation or proceeding of or before any arbitrator
or Governmental Authority is pending or, to the knowledge of Parent or the Borrower, threatened in writing against any Group Member or
against any of their respective properties or revenues (a) with respect to any of the Loan Documents, or (b) that is reasonably likely
to be adversely determined and if adversely determined would reasonably be expected to have a Material Adverse Effect.


 


4.7              
No Default. No Default or Event of Default has occurred and is continuing.


 


4.8              
Ownership of Property; Liens. Each Loan Party has title in fee simple to, or a valid leasehold interest in, all its real
property, and good title to, or a valid leasehold interest in or other right to use, all its other property necessary for the conduct
of its business as currently conducted, except for defects in the foregoing that do not materially interfere with its ability to conduct
its business as currently conducted or to utilize such properties and assets for their intended purposes, except where the failure to
have such title or interest could not have a Material Adverse Effect, and none of such property is subject to any Lien except as permitted
by Section 7.3.


 


4.9               Intellectual
Property. Each Loan Party owns, licenses or otherwise possesses the right to use, all Intellectual Property necessary for the
conduct of its business as currently conducted and none of such Intellectual Property is subject to any Lien except as permitted by
Section 7.3, except in each case as would not reasonably be expected to have a Material Adverse Effect. All registrations and
applications for registration of Intellectual Property owned by each Loan Party are unexpired and subsisting and, to the knowledge
of Parent and the Borrower, valid and enforceable, except in each case as would not reasonably be expected to have a Material
Adverse Effect. No claim has been asserted and is pending by any Person challenging any Intellectual Property owned by any Loan
Party, nor does Parent or the Borrower know of any valid basis for any such claim except for such claims that, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse Effect. The conduct of the business by each Loan Party
does not infringe the rights of any Person, and each Loan Party’s Intellectual Property is not being infringed by any Person,
except, in each case, for such claims that, individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.


 






    62


     


    

 


4.10          
Taxes. Each Group Member has filed or caused to be filed all federal, state and other material tax returns (with material
referring to the Group Members taken as a whole) that are required to be filed (subject to any applicable extensions) and has paid all
material taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other
material taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any the amount or
validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity
with GAAP have been provided on the books of the relevant Group Member) except where failure to do so would not have a Material Adverse
Effect; to the knowledge of Parent and the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge except
any such taxes, fees or charges, the payment of which, or the failure to pay, could not have a Material Adverse Effect.


 


4.11          
Federal Regulations. No part of the proceeds of any Loans, and no other extensions of credit hereunder, will be used (a)
for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted
terms under Regulation U as now and from time to time hereafter in effect for any purpose that violates the provisions of the Regulations
of the Board or (b) for any purpose that violates the provisions of the Regulations of the Board. If reasonably requested by any Lender
or the Administrative Agent and appropriate under the circumstances, the Borrower will furnish to the Administrative Agent and each Lender
a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to
in Regulation U.


 


4.12           ERISA.
Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) no Reportable Event nor any
failure by any Single Employer Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or
Section 302 of ERISA) applicable to such Single Employer Plan, whether or not waived in accordance with Section 412(c) of the Code
or Section 302(c) of ERISA, has occurred during the five-year period prior to the date on which this representation is made or
deemed made with respect to any Single Employer Plan; (b) each Plan maintained by any Group Member has complied in all respects with
the applicable provisions of ERISA and the Code; (c) no termination of a Single Employer Plan has occurred with respect to which the
liability remains unsatisfied, and no Lien in favor of the PBGC has arisen, during such five-year period; (d) the present value of
all accrued benefits under each Single Employer Plan did not, as of the last annual valuation date prior to the date on which this
representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued
benefits (determined in both cases using the assumptions promulgated under Section 430 of the Code and the Treasury Regulations
promulgated thereunder) and there has been no determination that any Single Employer Plan is, or is expected to be, in “at
risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (e)  neither the Borrower nor any
Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could
reasonably be expected to result in any liability under Section 4201 of ERISA, and neither the Borrower nor any Commonly Controlled
Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw
completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is
made or deemed made; (f) neither the Borrower nor any Commonly Controlled Entity has received any notice of a determination that a
Multiemployer Plan is Insolvent or in “endangered” or “critical” status (within the meaning of Section 432
of the Code or Section 305 of ERISA); and (g) with respect to each Foreign Plan, there has been no failure (i) to make or, if
applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law
or by the terms of such Foreign Plan; (ii) to register or loss of good standing with applicable regulatory authorities of any such
Foreign Plan required to be registered; or (iii) of any Foreign Plan to comply with any material provisions of applicable law and
regulations or with the material terms of such Foreign Plan.


 






    63


     


    

 


4.13          
Investment Company Act; Other Regulations. No Loan Party is an “investment company”, within the meaning of the
Investment Company Act of 1940, as amended.


 


4.14          
Subsidiaries. Schedule 4.14 sets forth, as of the Closing Date, the name and jurisdiction of incorporation of each subsidiary
and, as to each such subsidiary of the Borrower, (i) the percentage of each class of Capital Stock owned by any Loan Party and (ii) whether
such subsidiary is an Immaterial Subsidiary, Excluded Foreign Subsidiary or an Unrestricted Subsidiary.


 


4.15          
Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:


 


(a)               
to the knowledge of the applicable Loan Parties, the facilities and properties owned, leased or operated by any Loan Party (the
 “Properties”) do not contain, and to the knowledge of Parent and the Borrower, have not previously contained, any conditions
of contamination by any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute or constituted
a violation of, or could reasonably be expected to give rise to liability under, any Environmental Law;


 


(b)               
no Loan Party has received or is aware of any written notice of violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated
by any Loan Party (the “Business”), nor does Parent or the Borrower have knowledge or reason to believe that any such
notice will be received or is being threatened in writing;


 


(c)               
Materials of Environmental Concern have not been transported or Disposed of from the Properties in violation of, or in a manner
or to a location that could reasonably be expected to give rise to liability under, any Environmental Law, nor have any Materials of Environmental
Concern been generated, treated, stored or Disposed of at, on or under any of the Properties in violation of, or in a manner that could
reasonably be expected to give rise to liability under, any applicable Environmental Law;


 


(d)               
no judicial proceeding or governmental or administrative action is pending or, to the knowledge of Parent and the Borrower, threatened
in writing, under any Environmental Law to which any Loan Party is or will be named as a party with respect to the Properties or the Business,
nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or
judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business;


 






    64


     


    

 


(e)                to
the knowledge of the applicable Loan Parties, there has been no release or threat of release of Materials of Environmental Concern
at or from the Properties, or arising from or related to the operations of any Group Member in connection with the Properties or
otherwise in connection with the Business, in violation of or in amounts or in a manner that could reasonably be expected to give
rise to liability under Environmental Laws;


 


(f)                
the Properties and all operations at the Properties are in compliance, and have in the last five years been in compliance, with
all applicable Environmental Laws, and to the knowledge of the applicable Loan Parties, there is no contamination at, under or about the
Properties or violation of any Environmental Law with respect to the Properties or the Business; and


 


(g)               
no Loan Party has assumed any material liability of any other Person under Environmental Laws.


 


This Section 4.15 contains the sole and exclusive
representations and warranties with respect to any environmental, health or safety matters, including without limitation any arising under
Environmental Laws or relating to Materials of Environmental Concern.


 


4.16          
Accuracy of Information, etc.


 


(a)               
No statement or information contained in this Agreement, any other Loan Document, the Lender Presentation or any other document,
certificate or statement furnished in writing by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of
them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date
such statement, information, document or certificate was so furnished, when taken as a whole, any untrue statement of a material fact
or omitted to state a material fact necessary to make the statements contained herein or therein taken as a whole not materially misleading
in light of the circumstances under which they were made; provided, that the forecasts, the projections and pro forma financial
information contained in the materials referenced above and any document, certificate or statement based upon such forecasts, projections
and information are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time
made, it being recognized by the Lenders that (a) such financial information as it relates to future events is not to be viewed as fact,
(b) such forecast and projections are subject to uncertainties and contingencies, (c) no assurance can be given that any forecast or projection
will be realized and (d) actual results during the period or periods covered by such financial information may differ from the projected
results set forth therein and such differences may be material.


 


(b)               
As of the Closing Date, to the best knowledge of the Borrower, the information included in the Beneficial Ownership Certification
provided on or prior to the Closing Date to any Lender in connection with this Agreement is true and correct in all respects.


 


4.17          
Security Documents.


 


(a)                The
Guarantee and Collateral Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Lenders, a
legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of Pledged
Stock, when stock certificates (if any) representing any such Pledged Stock are delivered to the Administrative Agent (together with
a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and
Collateral Agreement, when financing statements and other filings specified on Schedule 4.17(a) (except as disclosed to the
Administrative Agent by the Borrower in writing from time to time after the Closing Date) in appropriate form are filed in the
offices specified on Schedule 4.17(a) (except as disclosed to the Administrative Agent by the Borrower in writing from time to
time after the Closing Date), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof (to the extent such Lien
and security interest can be perfected by such filings), as security for the Obligations (as defined in the Guarantee and Collateral
Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock
in certificated form, Liens permitted by Section 7.3).


 






    65


     


    

 


(b)               
As of the Closing Date, there is no parcel of owned real property located in the United States and held by the Group Member
that has a value, in the reasonable opinion of the Borrower, in excess of $10,000,000.


 


4.18          
Solvency. As of the Closing Date, the Borrower and its Subsidiaries taken as a whole, immediately after giving effect to
the incurrence and repayment of all Indebtedness and obligations being incurred and repaid in connection herewith, are Solvent.


 


4.19          
Anti-Terrorism Laws.


 


(a)               
None of the Loan Parties or any of their respective officers or directors or, to the knowledge of any of the Loan Parties, any
of their respective Affiliates is in violation of any laws relating to terrorism or money laundering (“Anti-Terrorism Laws”),
including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and
the USA PATRIOT Act, Public Law 107 56.


 


(b)               
The Loan Parties, their respective officers and directors and, to the knowledge of any Loan Party, their respective brokers
or other agents acting in any capacity in connection with the Loans have conducted their business in compliance in all material respects
with Anti-Corruption Laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such
laws;


 


(c)               
No Loan Party, any of their respective officers or directors or, to the knowledge of any of the Loan Parties, any of their
respective Affiliates, brokers or other agents acting or benefiting in any capacity in connection with the Loans is any of the following:


 


(i)                
a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;


 


(ii)              
a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;


 


(iii)            
a Sanctioned Person;


 


(d)               
No Loan Party, any of their respective officers or directors or, to the knowledge of any Loan Party, any of its Affiliates,
brokers or other agents acting in any capacity in connection with the Loans (i) has directly or indirectly engaged in, or is now directly
or indirectly engaged in, any dealings or transactions (x) with any Sanctioned Person, (y) in any Sanctioned Country, or (z) otherwise
in violation of Sanctions, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked
pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose
of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.


 






    66


     


    

 


(e)                The
Loan Parties have implemented and maintain in effect policies and procedures designed to promote and achieve compliance by the Loan
Parties and their respective directors, officers, employees and agents with Sanctions, and the Loan Parties and their respective
officers and directors and to the knowledge of the Loan Parties its employees and agents, are in compliance with Anti-Corruption
Laws and applicable Sanctions in all material respects. No borrowing of Loans or Letter of Credit, use of proceeds or other
transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions.


 


4.20          
Affected Financial Institutions. No Loan Party is an Affected Financial Institution.


 


Section
5.      CONDITIONS PRECEDENT


 


5.1              
Conditions to Initial Loan. The agreement of each Lender to make the initial extension of credit requested to be made by
it is subject to the satisfaction, prior to or concurrently with the making of such extension of credit on the Closing Date, of the following
conditions precedent:


 


(a)               
Credit Agreement; Guarantee and Collateral Agreement. The Administrative Agent (or its counsel) shall have received
(i) this Agreement, executed and delivered by the Administrative Agent, Parent and the Borrower, (ii) a Lender Addendum (Cashless Roll)
executed and delivered by each Continuing Term Lender, a Lender Addendum (Additional Term Lender) executed and delivered by each Additional
Term Lender and a Lender Addendum (Consenting Lender) executed and delivered by each Consenting Term Lender, which such Lender Addenda
shall represent the consent of the Required Lenders under, and as defined in, the Existing Credit Agreement, (iii) the Guarantee and Collateral
Agreement, executed and delivered by Parent, the Borrower and each Subsidiary Guarantor and (iv) an Acknowledgment and Consent in the
form attached to the Guarantee and Collateral Agreement, executed delivered by each Issuer (as defined therein), if any that is not a
Loan Party.


 


(b)               
Existing Indebtedness. Prior to or concurrently with the Closing Date, (i) all amounts outstanding under, and all
other amounts due in respect of the Indebtedness outstanding under the Existing Credit Agreement, shall have been repaid in full or otherwise
continued hereunder pursuant to Section 2.1 and (ii) all amounts outstanding under, and all other amounts due in respect of any Target
Indebtedness (except to the extent permitted by Section 7.2), shall have been repaid in full and all Liens on the assets of the Target
Companies which secure any Target Indebtedness shall have been terminated, except to the extent permitted by Section 7.3.


 


(c)               
Lien Searches; Perfection Certificate. The Administrative Agent shall have received the results of a recent Lien
search with respect to each Loan Party in each relevant jurisdiction, and such search shall reveal no Liens on any of the assets of the
Loan Parties except for Liens permitted by Section 7.3 or discharged on or prior to the Closing Date pursuant to documentation reasonably
satisfactory to the Administrative Agent. The Administrative Agent shall have received a Perfection Certificate, substantially in the
form of Exhibit G, executed and delivered by a Responsible Officer of the Borrower.


 


(d)               
Fees. The Lenders and the Administrative Agent shall have received all fees required to be paid by the Borrower,
and all expenses for which invoices have been presented (including the documented reasonable out of pocket fees and expenses of legal
counsel), on or before the Closing Date. All such amounts will be paid with proceeds of Loans made on the Closing Date and will be reflected
in the funding instructions given by the Borrower to the Administrative Agent on or before the Closing Date.


 






    67


     


    

 


(e)                Closing
Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received
(i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit E, with appropriate insertions
and attachments, including the certificate of formation of each Loan Party that is a limited liability company certified by the
relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a good standing certificate for each Loan Party
from its jurisdiction of organization


 


(f)                
Legal Opinions. The Administrative Agent shall have received, on behalf of itself and the Lenders, an opinion of
Morrison & Foerster LLP, in its capacity as New York counsel for the Loan Parties.


 


(g)               
Filings, Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required
by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order
to create in favor of the Administrative Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein,
prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.3), shall be in proper
form for filing, registration or recordation.


 


(h)               
Solvency Certificate. The Administrative Agent shall have received a solvency certificate, substantially in the form
of Exhibit F from the Chief Financial Officer (or other officer with reasonably equivalent responsibilities) of the Borrower dated as
of the Closing Date, reasonably satisfactory to the Administrative Agent.


 


(i)                
Insurance. The Administrative Agent shall have received insurance certificates satisfying the requirements of Section
6.2(a) of the Guarantee and Collateral Agreement.


 


(j)                
Ratings. The Administrative Agent shall have received evidence of the corporate ratings for the Borrower by each
of Moody’s and S&P, giving effect to the Facilities.


 


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


 


(l)                
Acquisition. The Acquisition shall have been, or shall concurrently with the funding of Term Loans be, consummated
in accordance with the terms of the Acquisition Agreement.


 


(m)             
No Material Adverse Effect. Since the date of the Acquisition Agreement, there shall not have occurred any Material
Adverse Effect (as defined in the Acquisition Agreement dated as of June 3, 2021 without giving effect to any amendment thereof or consent
thereunder).


 


(n)               
Officer’s Certificate. The Administrative Agent shall have received a certificate, dated the Closing Date and
signed by a Responsible Officer, confirming compliance with the conditions set forth in paragraphs (a) and (b) of ‎Section 5.2.


 






    68


     


    

 





(o)               
 Financial Statements. The Administrative Agent shall have received audited consolidated financial statements for
each of the Target Companies consisting of the balance sheet as of October 31, in each of the years 2019 and 2020, and the related statements
of income and retained earnings, stockholders’ equity and cash flows for the years then ended.


 


For the purpose of determining compliance with the conditions specified
in this Section 5.1, each Lender that has signed this Agreement shall be deemed to have accepted, and to be satisfied with, each document
or other matter required under this Section 5.1 unless the Administrative Agent shall have received written notice from such Lender prior
to the proposed Closing Date specifying its objection thereto.


 


5.2              
Conditions to Each Loan. The agreement of each Lender to make any extension of credit requested to be made by it on any
date (including its initial Loan) is subject to the satisfaction of the following conditions precedent:


 


(a)               
Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant
to the Loan Documents shall be true and correct in all material respects, in each case, on and as of such date as if made on and as of
such date, except to the extent that such representations and warranties relate to an earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such earlier date.


 


(b)               
No Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect
to the extensions of credit requested to be made on such date.


 


Each borrowing by and issuance of a Letter of Credit
on behalf of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of
credit that the conditions contained in this Section 5.2 have been satisfied.


 


Section
6.      AFFIRMATIVE COVENANTS


 


Parent and the Borrower hereby jointly and severally
agree that, so long as the Commitments remain in effect or any Loan or other amount is owing to any Lender or the Administrative Agent
hereunder, each of Parent and the Borrower shall and (to the extent relevant) shall cause each of the Borrower’s Subsidiaries (other
than Immaterial Subsidiaries) to:


 


6.1              
Financial Statements. Furnish to the Administrative Agent for distribution to the Lenders:


 


(a)               
within 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2021), a
copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related
audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, reported on without a “going concern” or like qualification, exception or note, or qualification
arising out of the scope of the audit (other than with respect to, or resulting from an upcoming maturity date of any Indebtedness occurring
within one year from the time such opinion is delivered), by KPMG LLP or other independent certified public accountants of nationally
recognized standing;


 


(b)                within
60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal
quarter ending September 30, 2021), the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at
the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such fiscal quarter and
the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the
previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to the absence of
footnotes and normal year-end audit adjustments); and


 






    69


     


    

 



 


(c)               
no later than 20 Business Days after the delivery of the financial statements required to be delivered pursuant to Section 6.1(a),
to participate in a conference call with the Lenders to discuss the financial condition and results of operations of the Borrower and
its consolidated Subsidiaries for such fiscal year; provided that this Section 6.1(c) shall be deemed satisfied by making available
to the Lenders each quarterly public earnings call of RE/MAX Holdings, Inc. in respect of each fiscal quarter of the fiscal year for which
such financials are delivered.


 


All such financial statements shall be complete
and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP (except that financial statements
delivered under clause (b) above, shall be subject to normal year-end audit reclassifications and adjustments and shall not have notes)
applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently
throughout the periods reflected therein and with prior periods. Documents required to be delivered pursuant to Section 6.1 (to the extent
any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall
be deemed to have been delivered on the date (i) on which RE/MAX Holdings, Inc. posts such documents, or provides a link thereto, on
RE/MAX Holdings, Inc.’s website on the Internet at https://investors.remax.com/investor-relations/home/default.aspx or on
EDGAR (the Electronic Data Gathering, Analysis and Retrieval system of the SEC) or any successor thereto; provided that, except in the
case of any filing on EDGAR or any successor thereto, the Borrower shall notify in writing the Administrative Agent (which shall notify
each Lender) of the posting of any such document and, promptly upon request by the Administrative Agent, provide to the Administrative
Agent by electronic mail an electronic version (i.e., a soft copy) of any such document specifically requested by the Administrative
Agent. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender
shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 


6.2          Certificates;
Other Information. Furnish to the Administrative Agent for distribution to the Lenders:


 


(a)                concurrently
with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that such
Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) to
the extent that the Borrower was required by Section 7.1 to comply with the Financial Covenant as of the last day of the fiscal
quarter or fiscal year covered by such financial statements, a Compliance Certificate containing all information and calculations
necessary for determining compliance with the Financial Covenant as of the last day of the fiscal quarter or fiscal year of the
Borrower, as the case may be, and (iii) in the case of financial statements delivered pursuant to Section 6.1(a), a Compliance
Certificate including, to the extent not previously disclosed to the Administrative Agent, (1) a description of any change in the
jurisdiction of organization of any Loan Party, (2) a description of any Person that has become a Group Member and (3) a list
identifying each Unrestricted Subsidiary (if any), in the case of each of (1) through (3), since the date of the most recent
Compliance Certificate delivered pursuant to this clause (iii) (or, in the case of the first such Compliance Certificate so
delivered, since the Closing Date) or confirmation that that there has been no change to such information since the most recent
Compliance Certificate delivered pursuant to this clause (iii);


 






    70


     


    

 


(b)               
as soon as available, and in any event no later than 105 days after the end of each fiscal year of the Borrower, a detailed consolidated
budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the
end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description of
the underlying assumptions applicable thereto); provided that this Section 6.2(b) shall be deemed satisfied by a detailed consolidated
budget for the following fiscal year (including a projected consolidated balance sheet of RE/MAX Holdings, Inc. and its Subsidiaries as
of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a description
of the underlying assumptions applicable thereto);


 


(c)               
within five days after the same are sent, copies of all financial statements and reports that Parent or the Borrower may make
to, or file with, the SEC (it being understood that information required to be delivered pursuant to this clause (d) shall be deemed
to have been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall
be available on the website of the SEC at http://www.sec.gov);


 


(d)               
promptly following any request therefor, (x) such additional financial and other information relating to the business, financial
or corporate affairs of the Borrower and its consolidated Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative
Agent or any Lender (through the Administrative Agent) may from time to time reasonably request and (y) information and documentation
reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer”
and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; and


 


(e)               
promptly following receipt thereof, copies of (i) any documents described in Section 101(k) or 101(l) of ERISA that any Group Member
or any Commonly Controlled Entity may request with respect to any Multiemployer Plan, (ii) any plan funding notices described in Section
101(f) of ERISA with respect to any Single Employer Plan or any Multiemployer Plan provided to or received by any Group Member or any
Commonly Controlled Entity; provided, that if the relevant Group Members or Commonly Controlled Entities have not requested such documents
or notices from the administrator or sponsor of the applicable Multiemployer Plans, then, upon reasonable request of the Administrative
Agent, such Group Member or the Commonly Controlled Entity shall promptly make a request for such documents or notices from such administrator
or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof.


 


6.3          Payment
of Tax and Government Liabilities. (a) Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent,
as the case may be, all its material obligations for the payment of material taxes or other material charges of any Governmental Authority,
except (i) where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves
in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member or (ii) to the extent
that failure to pay, discharge or satisfy such obligations would not reasonably be expected to have a Material Adverse Effect and (b) timely
file (subject to any applicable extensions) all material tax returns required to be filed by it.


 









    71


     


    

 


6.4              
 Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence
except as otherwise permitted by Section 7.4 and (ii) take all commercially reasonable action to maintain all material rights, privileges
and franchises necessary in the normal conduct of its business, except as otherwise permitted by Section 7.4 and except, in the case of
clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; provided,
however, that nothing contained in this Section 6.4 shall be deemed to prohibit any Group Member from reorganizing or changing its entity
form; (b) comply with all Contractual Obligations except to the extent that failure to comply therewith could not, in the aggregate, reasonably
be expected to have a Material Adverse Effect; and (c) comply with all Requirements of Law except to the extent that failure to comply
therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


6.5              
Maintenance of Property; Insurance. (a) Keep all property useful and necessary in its business in reasonably good working
order and condition, except to the extent that failure to comply therewith would not reasonably be expected to have a Material Adverse
Effect.


 


(b)             Except
to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect, maintain with insurance companies
that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the
time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect to any self-insurance which the
Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size and nature
of its business) and against at least such risks as the Borrower believes (in the good faith judgment of the management of the Borrower)
is reasonable and prudent in light of the size and nature of its business.


 


6.6              
Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account with full, true and
correct entries in all material respects in conformity with GAAP and (b) permit representatives of the Administrative Agent or any Lender
(when accompanying the Administrative Agent) to visit and inspect any of its properties and examine and make abstracts from any of its
books and records at any reasonable time upon reasonable notice and as may reasonably be desired and to discuss the business, operations,
properties and financial and other condition of the Group Members with officers and employees of the Group Members and with their independent
certified public accountants, provided that (i) the Group Members shall not be required to pay the expenses of more than one visit and
inspection during any fiscal year unless an Event of Default has occurred and is continuing, (ii) each Lender shall at all times coordinate
with the Administrative Agent the frequency and timing of any such visits and inspections so as to reasonably minimize the burden imposed
on the Group Members, and (iii) a representative of the Borrower shall be given the opportunity to be present for any communication with
the independent certified public accountants.


 


6.7              
Notices. Promptly upon a Responsible Officer of any Loan Party obtaining knowledge thereof, give notice to the Administrative
Agent, which shall notify each Lender thereof, of:


 


(a)               
the occurrence of any Default or Event of Default;


 


(b)               
any litigation, investigation or proceeding that may exist at any time between any Group Member and any Governmental Authority,
that could reasonably be expected to have a Material Adverse Effect;


 


(c)                
any litigation or proceeding affecting any Group Member (i) in which the amount involved is $15,000,000 or more and not covered by
insurance, (ii) in which injunctive or similar relief is sought and which would reasonably be expected to have a Material Adverse
Effect or (iii) which relates to any Loan Document;


 






    72


     


    

 


(d)               
the following events if any such event would reasonably be expected to have a Material Adverse Effect: (i) the occurrence of any
Reportable Event with respect to any Single Employer Plan, a failure to make any required contribution to a Plan, any determination that
any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section
303 of ERISA), the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination or Insolvency of, any
Multiemployer Plan or any determination that a Multiemployer Plan is in endangered or critical status (within the meaning of Section 432
of the Code or Section 305 of ERISA), or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower
or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from any Single Employer Plan or Multiemployer
Plan, or the termination or Insolvency of any Multiemployer Plan or determination that any such Multiemployer Plan is in “endangered”
or “critical” status (within the meaning of Sections 431 or 432 of the Code or Sections 304 or 305 of ERISA), or (iii) with
respect to any Foreign Plan, (A) the failure to make or, if applicable, accrue in accordance with normal accounting practices, any employer
or employer contributions required by applicable law or by the terms of such Foreign Plan; (B) the failure to register or loss of good
standing with applicable regulatory authorities of any such Foreign Plan required to be registered; or (C) the failure of any Foreign
Plan to comply with any material provisions of applicable law and regulations or with the material terms of such Foreign Plan;


 


(e)               
any other development or event that has had or would reasonably be expected to have a Material Adverse Effect; and


 


(f)                
any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in
a change to the list of beneficial owners identified in such certification.


 


Each notice pursuant to Section 6.7(a) shall be accompanied by a statement
of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the relevant Group Member
proposes to take with respect thereto.


 


6.8          Environmental
Laws. (a) Comply in all material respects with, and undertake commercially reasonable efforts to ensure compliance in all material
respects by all tenants and subtenants, if any, with, all applicable Environmental Laws except for such noncompliance which in the aggregate
could not reasonably be expected to have a Material Adverse Effect.


 


(b)          Conduct
and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental
Laws and promptly comply in all material respects with all lawful written orders and directives of all Governmental Authorities regarding
Environmental Laws except for such noncompliance which in the aggregate could not reasonably be expected to have a Material Adverse Effect.


 


6.9          Additional
Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property
described in paragraph (b), (c) or (d) below, (y) any leased real property or motor vehicles or any other personal property excluded
from the grant of the security interest granted under the Guarantee and Collateral Agreement and (z) any property subject to a Lien
expressly permitted by Section 7.3(f)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a
perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral
Agreement or such other documents as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for
the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary to grant to the
Administrative Agent, for the benefit of the Lenders, a perfected first priority (subject to other than Liens permitted under
Section 7.3) security interest in such property, including the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the
Administrative Agent.


 






    73


     


    

 


(b)               
With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $10,000,000
acquired after the Closing Date by any Loan Party, or owned by any new Subsidiary that becomes a Loan Party as provided in clause (c)
below after the Closing Date (other than any such real property subject to a Lien expressly permitted by Section 7.3(f)), promptly
(i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such
real property, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance
covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be
reasonably specified by the Administrative Agent (but not to exceed the market value thereof)) as well as a current ALTA survey thereof,
together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary by the Administrative Agent
in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and
(iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters
described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent
and (iv) deliver to the Administrative Agent a completed “Life-on-Loan” Federal Emergency Management Agency Standard Flood
Hazard Determination with respect to the such real property (together with a notice about special floor hazard area status and floor disaster
assistance duly executed by the Borrower and each Loan Party relating thereto) and if such real property is located in a special flood
hazard area, evidence of flood insurance in form and amount reasonably satisfactory to the Administrative Agent.


 


(c)               
With respect to any new Wholly Owned Subsidiary of the Borrower (other than an Excluded Foreign Subsidiary, an Immaterial
Subsidiary, an Unrestricted Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this
paragraph (c), shall include any existing Wholly Owned Subsidiary of the Borrower (other than an Excluded Foreign Subsidiary) that ceases
to be an Immaterial Subsidiary or an Unrestricted Subsidiary), within 90 days after such creation or acquisition (or such longer period
as the Administrative Agent may provide in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments
to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent,
for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party,
(ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank,
executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (A) to become a party
to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent for the
benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement
with respect to such new Subsidiary, including, if applicable, the filing of Uniform Commercial Code financing statements in such jurisdictions
as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and
(C) to deliver to the Administrative Agent a closing certificate (with insertions and attachments as required in Section 5.1(e)) of such
Subsidiary, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative
Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.


 









    74


     


    

 


(d)          With
respect to any Excluded Foreign Subsidiary created or acquired after the Closing Date by any Loan Party, within 90 days after such creation
or acquisition (or such longer period as the Administrative Agent may provide in its sole discretion) (i) execute and deliver to the
Administrative Agent such amendments to the Guarantee and Collateral Agreement (or a separate Security Document) as the Administrative
Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security
interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more
than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii)
deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed
and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be reasonably necessary or,
in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein,
and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters
described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.


 


6.10        Use of Proceeds. Use the proceeds of the Term Loans, the Revolving Loans and the Letters of Credit (a) for the payment of
fees and expenses incurred in connection with the Facilities and (b) to finance working capital, Capital Expenditures, Permitted Acquisitions
and for other general corporate purposes.


 


6.11        Maintenance of Ratings. Use commercially reasonable efforts to maintain with Moody’s and S&P a public corporate
credit rating for the Borrower.


 


6.12        Anti-Corruption
Laws and Sanctions. (a) Conduct its business in compliance in all material respects with Anti-Corruption Laws and Sanctions; (b)
maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws and Sanctions and (c) have
appropriate controls and safeguards in place designed to prevent any Loans from being used in a way that would violate Section 7.17.


 


6.13        Post-Closing Obligations. The Borrower shall, and shall cause each of the Subsidiaries to (as applicable), take the actions
set forth on Schedule 6.13 within the time periods set forth therein or such longer period as the Administrative Agent may reasonably
agree in its sole discretion.


 


Section
7.      NEGATIVE COVENANTS


 


Parent and the Borrower hereby jointly and severally
agree that, so long as the Commitments remain in effect or any Loan or other amounts is owing to any Lender or the Administrative Agent
hereunder, each of Parent and the Borrower shall not, and shall not permit any of the Borrower’s Subsidiaries (other than Immaterial
Subsidiaries) to:


 


7.1          Financial
Condition Covenant. With respect to any fiscal quarter of the Borrower, solely to the extent that any Revolving Loan or any
drawn and unreimbursed Letter of Credit is outstanding on the last day of such fiscal quarter:


 


(a)               
Permit the Total Leverage Ratio as at the last day of any period of four consecutive fiscal quarters of the Borrower to exceed
4.50:1.00.


 






    75


     


    

 


(b)                Notwithstanding
the above, the parties hereto acknowledge and agree that, solely for purposes of the calculations made in determining compliance
with this Section 7.1, any cash equity contribution (which equity shall be common equity or other equity having terms reasonably
satisfactory to the Administrative Agent and the Lenders) made to the Borrower after the end of a fiscal quarter and on or prior to
the day that is 10 days after the day on which financial statements are required to be delivered with respect to such fiscal quarter
will, at the request of the Borrower, be included in the calculation of Consolidated EBITDA for purposes of determining compliance
with Section 7.1(a) at the end of such fiscal quarter and each applicable subsequent period (any such equity contribution, a “Specified
Equity Contribution”); provided that (i) there shall not be two consecutive fiscal quarters in which a Specified
Equity Contribution is made, (ii) there shall be no more than four Specified Equity Contributions made during the term of this
Agreement, (iii) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Loan
Parties to be in compliance with the Financial Covenant, (iv) a Specified Equity Contribution shall only be included in the
computation of the Financial Covenant for purposes of determining compliance by the Borrower with the Financial Covenant and not for
any other purpose under this Agreement (including, without limitation, availability under any baskets with respect to any covenants
set forth herein) and (v) during the period commencing on the date that the Borrower has failed to comply with a Financial Covenant
and ending on the date that a Specified Equity Contribution is made resulting in the Borrower having been in compliance with such
financial covenant, the Borrower shall not be entitled to request, and the Lenders and Issuing Lender shall not be required to make
or issue, any Revolving Loan or Letter of Credit, respectively. Upon the making of a Specified Equity Contribution, the Financial
Covenant shall be recalculated giving effect to the increase in Consolidated EBITDA; provided that any reduction of
Consolidated Indebtedness resulting from such Specified Equity Contribution shall be disregarded for purposes of determining
compliance with the Financial Covenant. If, after giving effect to such recalculation, the Loan Parties are in compliance with the
Financial Covenant, the Loan Parties shall be deemed to have satisfied the requirements of the Financial Covenant as of the relevant
date of determination with the same effect as though there had been no failure to comply therewith at such date.


 


7.2          Indebtedness.
Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:


 


(a)               
Indebtedness of any Loan Party pursuant to any Loan Document;


 


(b)               
Indebtedness of the Borrower to any Subsidiary and of any Subsidiary Guarantor to the Borrower or any other Subsidiary and of any
Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor;


 


(c)               
(i) Guarantee Obligations incurred by the Borrower or any Subsidiary Guarantors of obligations of the Borrower or any other Subsidiary
Guarantor and (ii) Guarantee Obligations incurred by a Subsidiary that is not a Subsidiary Guarantor of obligations of the Borrower or
any other Subsidiary;


 


(d)               
Indebtedness outstanding on the date hereof and listed on Schedule 7.2(d) and any refinancings, refundings, renewals or extensions
thereof (without shortening the maturity thereof or increasing the principal amount thereof except by an amount equal to a reasonable
premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount
equal to any existing commitments unutilized thereunder);


 


(e)                Indebtedness
owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or
liability insurance to the Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such Person;


 






    76


     


    

 


(f)                
Indebtedness of the Borrower and its Subsidiaries in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion
guarantees, bankers’ acceptances and similar obligations and trade-related letters of credit, in each case provided in the ordinary
course of business and not in connection with Indebtedness for money borrowed, including without limitation those incurred to secure health,
safety and environmental obligations in the ordinary course of business;


 


(g)               
Indebtedness incurred by Foreign Subsidiaries in an aggregate principal amount outstanding not to exceed $40,000,000 at any one
time, and guarantees of such Indebtedness;


 


(h)               
Indebtedness assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation
of such Permitted Acquisition, and any refinancings, refundings, renewals or extensions thereof (without shortening the maturity thereof
or increasing the principal amount thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and fees
and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder);


 


(i)                
Indebtedness (including, without limitation, Financing Lease Obligations) secured by Liens permitted by Section 7.3(f) in an aggregate
principal amount not to exceed $6,500,000 at any one time outstanding;


 


(j)                
additional Indebtedness of the Borrower or any of its Subsidiaries in the aggregate principal amount outstanding (for the Borrower
and all Subsidiaries) not to exceed the greater of $50,000,000 and 50% of Consolidated EBITDA for the period of four full consecutive
fiscal quarters of the Borrower most recently ended (determined at the time of incurrence of such Indebtedness);


 


(k)               
Swap Agreements entered into in the ordinary course of business for non-speculative purposes;


 


(l)                
Indebtedness in respect of netting services, overdraft protection and similar arrangements, including Indebtedness arising from
the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the
ordinary course of business;


 


(m)             
to the extent it constitutes Indebtedness, Indebtedness incurred by the Borrower or any of its Subsidiaries arising from agreements
providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds
or performance bonds securing the performance of the Borrower or any such Subsidiary pursuant to such agreements, in connection with Permitted
Acquisitions or Dispositions permitted by Section 7.5;


 


(n)                Indebtedness
consisting of (i) the deferred purchase price of Permitted Acquisitions or (ii) earn-outs arising out of Permitted Acquisitions, in
each case, so long as (x) the Total Leverage Ratio (as determined on a pro forma basis giving effect to such Permitted Acquisition
and any other transactions in connection therewith, and recomputed as of the last day of the most recently ended fiscal quarter of
the Borrower for which financial statements are available) does not exceed 4.00:1.00 or (y) to the extent such Total Leverage Ratio
would exceed 4.00:1.00, the aggregate amount of such Indebtedness shall not exceed, for any fiscal year, when taken together with
the amount of Acquisition Consideration paid in reliance on Section 7.7(k) during such fiscal year, $100,000,000;


 






    77


     


    

 


(o)               
Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees to purchase equity interests
(or options or warrants or similar instruments) of Borrower, Parent or PubCo;


 


(p)               
Indebtedness incurred in connection with the financing of insurance premiums in an amount not to exceed the annual premiums in
respect thereof at any one time outstanding;


 


(q)               
Incremental Equivalent Debt;


 


(r)                
Investments in the form of Indebtedness permitted by Section 7.7; and


 


(s)                
Guarantee Obligations of Parent in respect of Indebtedness incurred in the ordinary course of business by any of its Subsidiaries
other than the Borrower and its Subsidiaries.


 


7.3          Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter acquired,
except:


 


(a)               
landlords, carriers, warehousemen, mechanics, materialmen, repairmen, suppliers or other like Liens arising in the ordinary course
of business that are not overdue for a period of more than 60 days (or such longer period to the extent such amount is being contested
in good faith by appropriate proceedings and for which adequate reserves are maintained on the books of applicable Person in accordance
with GAAP);


 


(b)               
pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation;


 


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


 


(d)               
easements, licenses, rights-of-way, survey exceptions, zoning or other restrictions and other similar encumbrances incurred in
the ordinary course of business or other minor irregularities in title (including leasehold title) that do not in any case materially
detract from the value of the property subject thereto and do not materially interfere with the ordinary conduct of the business of the
Borrower or any of its Subsidiaries;


 


(e)                Liens
in existence on the date hereof listed on Schedule 7.3(e) and any modification, replacement, refinancing, renewal or extension
thereof, provided that no such Lien is spread to cover any additional property after the Closing Date and that the amount of
obligations secured thereby is not increased except by an amount equal to a reasonable premium or other reasonable amount paid, and
fees and expenses reasonably incurred, in connection with such renewal or extension and by an amount equal to any existing
commitments unutilized thereunder;


 






    78


     


    

 


(f)                
Liens securing Indebtedness of the Borrower or any Subsidiary incurred pursuant to Section 7.2(i) to finance the acquisition, construction
or improvement of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the
acquisition, construction or improvement of such fixed or capital assets or within 270 days thereof and (ii) such Liens do not at any
time encumber any property other than the fixed or capital assets financed by such Indebtedness;


 


(g)               
Liens created pursuant to the Security Documents;


 


(h)               
Liens existing on assets acquired in connection with any Permitted Acquisition; provided that such Liens were not incurred
in connection with, or in contemplation of, such Permitted Acquisition and do not extend to any assets of the Borrower or any of its Subsidiaries
other than the specific assets so acquired (and improvements thereon);


 


(i)                
Liens for Taxes, assessments or governmental charges or claims or other like statutory Liens that do not secure Indebtedness for
borrowed money and (i) that are not yet delinquent or (ii) that are being contested in good faith by appropriate proceedings promptly
instituted and diligently concluded; provided that, unless the amount is immaterial, any adequate reserves or other appropriate
provision as shall be required are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with
GAAP;


 


(j)                
Liens resulting from any judgments, awards or orders to the extent that such judgments, awards or orders do not cause or constitute
an Event of Default;


 


(k)               
Liens in the form of licenses or sublicenses (including licenses or sublicenses of Intellectual Property), or leases or subleases
granted or created by the Borrower or any of its Subsidiaries in the ordinary course of business;


 


(l)                
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;


 


(m)             
bankers’ Liens, including normal and customary rights of setoff, and similar Liens existing solely with respect to cash and
Cash Equivalents and Investments permitted by Section 7.7 on deposit in one or more accounts maintained by the Borrower or any Subsidiary
of the Borrower, in each case granted in the ordinary course of business in favor of the bank or banks or other depository institutions
which such accounts are maintained, securing amounts owing to such bank with respect to cash management or other account arrangements,
including those involving pooled accounts and netting arrangements, provided that in no case shall any such Liens secure (either
directly or indirectly) the repayment of any Indebtedness;


 


(n)               
Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into
in the ordinary course of business;


 


(o)               
Liens on assets of Foreign Subsidiaries to secure Indebtedness permitted by Section 7.2(g);


 


(p)               
Liens on the assets that are subject of the sale leasebacks permitted under Section 7.10 to secure the obligations of the Borrower
and its Subsidiaries thereunder;


 






    79


     


    

 



 





(q)               
 Liens not otherwise permitted by this Section 7.3 so long as the aggregate outstanding principal amount of the obligations secured
thereby does not exceed (as to the Borrower and all Subsidiaries) $15,000,000 at any one time;


 


(r)                
any interest or title of licensor or sublicensor of Intellectual Property not prohibited hereby;


 


(s)                
Liens on the property of a Person existing at the time such Person becomes a Subsidiary of a Loan Party;


 


(t)                
Liens securing Incremental Equivalent Debt to the extent permitted by the definition thereof;


 


(u)               
Liens (i) in favor of any Loan Party and/or (ii) granted by any non-Loan Party in favor of any Subsidiary that is not a Loan Party,
in each case of the foregoing clauses (i) and (ii), securing intercompany Indebtedness permitted under Section 7.2; and


 


(v)               
any replacement, extension and renewal of any Lien permitted hereby, to the extent any such replacement, extension or renewal is
not spread to cover any additional property.


 


For the avoidance of doubt, any obligation imposed
pursuant to Section 430(k) of the Code or 303(k) of ERISA shall not be a permitted Lien hereunder.


 


7.4          Fundamental
Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation
or dissolution), or Dispose of all or substantially all of its property or business, except that:


 


(a)               
(i) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower (provided that the Borrower shall
be the continuing or surviving Person) or with or into any Subsidiary Guarantor (provided that the Subsidiary Guarantor shall be
the continuing or surviving Person); and (ii) any Subsidiary of the Borrower that is not a Guarantor may be merged or consolidated with
or into any other Subsidiary that is not a Guarantor;


 


(b)               
(i) any Subsidiary of the Borrower may Dispose of any or all of its assets (x) to the Borrower or any Subsidiary Guarantor
(upon voluntary liquidation or otherwise) or (y) pursuant to a Disposition permitted by Section 7.5 and (ii) any Subsidiary of the
Borrower that is not a Subsidiary Guarantor may Dispose of any or all of its assets to any other Subsidiary of the Borrower that is not
a Subsidiary Guarantor;


 


(c)               
any Investment expressly permitted by Section 7.7 may be structured as a merger, consolidation or amalgamation;


 


(d)               
any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding
up, as applicable, would not reasonably be expected to have a Material Adverse Effect and all of its assets and business are transferred
to a Loan Party; and


 


(e)                any
Subsidiary that is not a Subsidiary Guarantor may dissolve, liquidate, wind up its affairs and distribute its assets ratably to its
shareholders (provided that in connection with the foregoing and to the extent such assets are distributed to a Loan Party, the
Borrower will, and will cause each Subsidiary Guarantor to comply with Section 6.9).


 






    80


     


    

 


7.5          Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any
Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:


 


(a)               
the Disposition of obsolete or worn out property;


 


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


 


(c)               
sales of RE/MAX Brokerage, LLC and its subsidiaries and of any Excluded Foreign Subsidiaries, Immaterial Subsidiaries or Unrestricted
Subsidiaries of the Borrower or their respective assets;


 


(d)               
Dispositions permitted by Section 7.4(b) and Dispositions in the form of Investments permitted by Section 7.7;


 


(e)               
the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Subsidiary Guarantor or the sale or issuance
of Capital Stock of a Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor or the
issuance of any qualifying shares;


 


(f)                
 Disposition of property by any Foreign Subsidiary to another Foreign Subsidiary and Dispositions of property by any Subsidiary
that is not a Guarantor to the Borrower or any other Subsidiary;


 


(g)               
Leases, subleases, licenses and sublicenses of property (including Intellectual Property) in the ordinary course of business;


 


(h)               
Dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof;


 


(i)                
the abandonment, expiration or other Disposition of Intellectual Property that is, in the reasonable business judgment of the Borrower,
no longer necessary for the conduct of the business of the Loan Parties taken as a whole;


 


(j)                
Dispositions of Cash Equivalents;


 


(k)               
the issuance or sale by a Subsidiary of any shares of such Subsidiary’s Capital Stock pursuant to a transaction permitted
under Section 7.7; and


 


(l)                
Dispositions of property made for fair market value; provided that with respect to any Disposition pursuant to this clause
(l) for a purchase price in excess of $5,000,000 for any transaction or series of related transactions, the Parent, Borrower and/or a
Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents at the time of such Disposition.


 






    81


     


    

 


7.6         Restricted
Payments. Declare or pay any dividend (other than dividends payable solely in equity of the Person making such dividend, including,
without limitation, any payment-in-kind distribution) on, or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member,
whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash
or property or in obligations of any Group Member (collectively, “Restricted Payments”), except that:


 


(a)               
any Subsidiary may make Restricted Payments to the Borrower or any Subsidiary Guarantor and any Subsidiary that is not a Subsidiary
Guarantor may make Restricted Payments to the Borrower or any other Subsidiary that is not a Subsidiary Guarantor;


 


(b)               
so long as no Event of Default shall have occurred and be continuing, the Borrower may pay dividends to Parent to permit Parent
to purchase Parent’s common stock or common stock options or permit Parent to pay dividends to PubCo to purchase such holders’
common stock or common stock options from present or former officers or employees of any Group Member or Immaterial Subsidiary (other
than David Liniger and Permitted Transferees) upon the death, disability or termination of employment of such officer or employee;


 


(c)               
the Borrower or Parent may, and Parent may pay dividends to PubCo to, make payments to or for the benefit of current or former
officers or employees of any Group Member or Immaterial Subsidiary under equity incentive programs (including restricted stock unit programs)
to the extent such payments represent a portion of the exercise price of those stock options or withholding tax obligations payable by
the holder of such rights by virtue of such exercise or triggering;


 


(d)               
the Borrower may pay dividends to Parent to permit Parent to (i) pay, or permit Parent to pay dividends to PubCo to pay, corporate
overhead expenses incurred in the ordinary course of business (including expenses relating to insurance, professional fees and costs and
expenses in connection with any offering of stock of Parent or PubCo), (ii) pay, or permit Parent to pay dividends to PubCo to pay, director
fees and expenses and (iii) make tax distributions to the direct or indirect holders of its Capital Stock to enable such holders to pay
federal, state and local income taxes attributable to their holdings of such Capital Stock, as reasonably determined by Parent pursuant
to Section 4.1(b) of that certain Fourth Amended and Restated Limited Liability Company Agreement, dated October 1, 2013, by and between
the members signatory thereto (each such distribution, a “Permitted Tax Distribution”);


 


(e)               
the Borrower or Parent may on any date make Restricted Payments in an aggregate amount not to exceed the Available Amount on such
date so long as no Event of Default shall have occurred and be continuing or would result therefrom;


 


(f)                
the Loan Parties may acquire Capital Stock in connection with the exercise of stock options or stock appreciation rights by way
of cashless exercise or in connection with the satisfaction of withholding tax obligations;


 


(g)               
the Borrower or Parent may make Restricted Payments so long as, on a pro forma basis, both immediately prior, and after
giving effect, to such Restricted Payment, the Total Leverage Ratio does not exceed 3.50:1.00; and


 


(h)               
the Borrower or Parent may make Restricted Payments in an aggregate amount not to exceed the greater of (i) $50,000,000 and (ii)
50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower most recently ended (determined at
the time of the Restricted Payment).


 









    82


     


    

 


7.7          Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution to,
or purchase any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting a business unit of, or
make any other investment in, any Person (all of the foregoing, “Investments”), except:


 


(a)               
extensions of trade credit (including extensions in the nature of accounts receivable or notes receivable arising from the grant
of trade credit) in the ordinary course of business and Investments received (i) in satisfaction or partial satisfaction thereof from
financially troubled account debtors or (ii) in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts
and disputes with, customers and suppliers, in each case in the ordinary course of business;


 


(b)               
investments in cash or Cash Equivalents;


 


(c)               
Guarantee Obligations permitted by Section 7.2;


 


(d)               
loans and advances to employees, officers or directors of any Group Member or Immaterial Subsidiary in the ordinary course of business
(including for travel, entertainment and relocation expenses) in an aggregate amount for all Group Members and Immaterial Subsidiaries
not to exceed $2,500,000 at any one time outstanding;


 


(e)               
Investments in assets useful in the business of the Borrower, its Subsidiaries and its Immaterial Subsidiaries made by the Borrower
or any of its Subsidiaries or Immaterial Subsidiaries with the proceeds of any Reinvestment Deferred Amount;


 


(f)                
Investments consisting of loans to employees, officers or directors of any Group Member or Immaterial Subsidiary made in connection
with the issuance of Capital Stock of the Borrower, Parent or PubCo in the exact amount of the consideration paid therefor;


 


(g)               
Investments in promissory notes received as consideration for Dispositions permitted by Section 7.5;


 


(h)               
intercompany Investments by any Group Member or Immaterial Subsidiary in the Borrower or any Person that, in the case of an Investment
in a Person other than the Borrower, prior to such Investment, such Person is a Subsidiary Guarantor or, after such Investment, such Person
becomes a Subsidiary Guarantor pursuant to Section 6.9;


 


(i)                
Investments in the form of Swap Agreements;


 


(j)                
Investments in Foreign Subsidiaries in an aggregate amount (valued at cost) since the Closing Date, in the case of Investments
in Foreign Subsidiaries that are not Subsidiary Guarantors, not to exceed $40,000,000;


 


(k)               
Acquisition and Permitted Acquisitions;


 


(l)                
additional Investments so long as the Total Leverage Ratio (as determined on a pro forma basis giving effect to such Investment
and any other transactions in connection therewith, and recomputed as of the last day of the most recently ended fiscal quarter of the
Borrower for which financial statements are available) does not exceed 4.00:1.00;


 









    83


     


    

 


(m)             
 Investments in an aggregate amount not to exceed the Available Amount at such time so long as no Event of Default shall have occurred
and be continuing or would result therefrom;


 


(n)               
in addition to Investments otherwise expressly permitted by this Section  7.7, Investments by the Borrower or any of its Subsidiaries
in an aggregate amount outstanding (valued at cost) not to exceed from and after the Closing Date the greater of (i) $50,000,000 and (ii)
50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower most recently ended (determined at
the time of Investment);


 


(o)               
Investments existing as of the Closing Date and set forth on Schedule 7.7;


 


(p)               
Investments by any Subsidiary that is not a Loan Party in any other Subsidiary that is not a Loan Party;


 


(q)               
Guarantee Obligation by the Borrower and its Subsidiaries of indemnification obligations by Parent to its directors; and


 


(r)                
Investments in joint ventures in an aggregate amount (valued at cost) not to exceed $40,000,000.


 


7.8          Optional Payments and Modifications of Certain Debt Instruments. Except as permitted by the subordination provisions thereof,
(a) in an amount not to exceed the Available Amount at such time and so long as no Event of Default shall have occurred and be continuing
or result therefrom, make or offer to make any optional or voluntary prepayment, repurchase or redemption of or otherwise optionally or
voluntarily defease or segregate funds with respect to any Subordinated Indebtedness or (b) amend, modify, waive or otherwise change,
or consent or agree to any amendment, modification, waiver or other change to, any of the terms of any Subordinated Indebtedness (other
than any such amendment, modification, waiver or other change that (i) would extend the maturity or reduce the amount of any payment
of principal thereof or reduce the rate or extend any date for payment of interest thereon or would not otherwise be materially adverse
to the Lenders and (ii) does not involve the payment of a consent fee).


 


7.9          Transactions
with Affiliates. Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any
service or the payment of any management, advisory or similar fees, with any Affiliate (other than Parent, the Borrower or any
Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, including Restricted Payments
permitted pursuant to Section 7.6, (b) in the ordinary course of business of the relevant Group Member, (c) upon fair and
reasonable terms no less favorable to the relevant Group Member than it would obtain in a comparable arm’s length transaction
with a Person that is not an Affiliate, (d) any employment agreement, employee benefit plan, officer or director indemnification
agreement or any similar arrangement entered into by any Group Member in the ordinary course of business and payments pursuant
thereto, (e) payment of reasonable directors’ fees, (f) loans or advances to employees in the ordinary course of business or
to purchase Capital Stock of the Borrower, Parent or PubCo, (g) transactions pursuant to or contemplated by any agreement of, or any
instrument entered into or issued by, the Borrower and its Subsidiaries as in effect on the date of this Agreement (as such
agreement or instrument is disclosed in Schedule 7.9), or any amendment thereto or any replacement agreements so long as any such
amendment or replacement agreement is not more disadvantageous to the holders in any material respect than the original agreement or
instrument as in effect on the date hereof, (h) transactions between or among any Loan Party and any one or more of such
Person’s Affiliates (other than any Loan Party), provided that (A) such transactions are consistent with past practice
and (B) the aggregate value of the net consideration paid to such Affiliates by all Loan Parties for products or services not
purchased at fair market value does not exceed $3,500,000 since the Closing Date, (i) customary compensation and other employee
benefit plans, indemnification and reimbursement of expenses of employees, officers and directors, or (j) as set forth on Schedule
7.9 attached hereto.


 






    84


     


    

 


7.10          
Sales and Leasebacks. Enter into any arrangement with any Person providing for the leasing by any Group Member of real or
personal property that has been or is to be sold or transferred by such Group Member to such Person or to any other Person to whom funds
have been or are to be advanced by such Person on the security of such property or rental obligations of such Loan Party unless (i) the
sale of such property is permitted by Section 7.5 and (ii) any Liens arising in connection with its use of such Property are permitted
by Section 7.3(p).


 


7.11          
Limitation on Activities of Parent. Except as otherwise explicitly permitted for Parent herein, in the case of Parent, (a)
conduct any business or hold or acquire any assets or have any operations other than (i) holding the Capital Stock of the Borrower and
the Parent’s other direct Subsidiaries as of the Closing Date, RE/MAX Brokerage, LLC and any Permitted Parent Subsidiary, and conducting
other activities incidental to the foregoing (including, without limitation, any establishment and maintenance of equity incentive plans,
stock option plans or other equity based compensation plans), (ii) making Investments and conducting other activities incidental
to the foregoing (including any Disposition of such other Subsidiaries), (iii) engaging in limited liability company maintenance and the
performance of ministerial duties and payment of Taxes and administrative fees and conducting any other activities incidental to the foregoing,
and (iv) entering in to the Loan Documents to which it is a party and complying with its obligations thereunder and conducting any other
activities incidental to the foregoing, (b) incur, assume, guarantee or permit to exist any Indebtedness of Parent (other than Obligations
under the Loan Documents, obligations in respect of Capital Stock, and Indebtedness of Parent permitted under Section 7.2) or (c) directly
or indirectly create, incur, assume or permit to exist any Lien on the outstanding Capital Stock of the Borrower (other than Liens permitted
under Section 7.3).


 


7.12          
Changes in Fiscal Periods. Permit the fiscal year of the Borrower to end on a day other than December 31 or change the Borrower’s
method of determining fiscal quarters.


 


7.13           Negative
Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any Loan
Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter
acquired, to secure its obligations under the Loan Documents to which it is a party other than (a) this Agreement and the other
Loan Documents; (b) any agreements governing any purchase money Liens or Financing Lease Obligations otherwise permitted hereby (in
which case, any prohibition or limitation shall only be effective against the assets financed thereby); (c) restrictions applicable
to specific property to be sold pursuant to an executed agreement with respect to a permitted asset Disposition; (d) restrictions by
reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar
agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or
assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be);
(e) 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 ownership interests in such
partnership, limited liability company, joint venture or similar Person; (f) any such agreement existing on the Closing Date;
(g)  any agreement in effect at the time any Person becomes a Subsidiary of the Borrower; provided that such agreement
was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower; and (h) customary restrictions and
conditions contained in agreements relating to the sale of a Subsidiary of the Borrower or assets of the Borrower or any of its
Subsidiaries pending such sale.


 






    85


     


    

 


7.14          
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance
or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such
Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances
to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or
any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions
existing under the Loan Documents or any document with respect to any Incremental Equivalent Debt; (ii) any such agreement existing on
the Closing Date; (iii) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint
venture agreements and other agreements entered into in the ordinary course of business; (iv) any transfer of, agreement to transfer or
option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (v) any instrument
governing Indebtedness or Capital Stock of a Person acquired by such Borrower or any of its Subsidiaries as in effect at the time of such
acquisition (except to the extent such Indebtedness or Capital Stock was incurred or issued in connection with or in contemplation of
such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other
than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness
is permitted by Section 7.2 to be incurred; (vi) any agreement for the Disposition of a Subsidiary permitted by this Agreement that restricts
distributions by such Subsidiary pending such Disposition; and (vii) 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.


 


7.15          
Lines of Business. Enter into any business, either directly or through any Subsidiary, except for those businesses in which
the Borrower and its Subsidiaries are engaged on the date of this Agreement or that are similar, complementary, or reasonably related
or incidental thereto or are reasonable extensions thereof.


 


7.16          
Anti-Terrorism Law. (a) Conduct any business or engage in making or receiving any contribution of funds, goods or services
to or for the benefit of any Person described in Section 4.19 above, (b) deal in, or otherwise engage in any transaction relating to,
any property of interests in property blocked pursuant to the Executive Order of any other Anti-Terrorism Law or (c) engage in or conspire
to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in any Anti-Terrorism Law.


 


7.17          
Anti-Corruption Laws and Sanctions. The Borrower will not request any borrowing of Loans or Letter of Credit, and the Borrower
shall not use, and shall procure that its subsidiaries and its or their respective directors, officers, employees and agents shall not
use, the proceeds of any borrowing of Loans or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization
of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) to fund, finance
or facilitate any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, to the extent such
activities, business or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States or
in a European Union member state, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.


 






    86


     


    

 


7.18           Embargoed
Person. At all times throughout the terms of the Loans, (a) none of the funds or assets of the Loan Parties that are used to
repay the Loans shall constitute property of, or shall be beneficially owned directly or, to the knowledge of the Borrower,
indirectly by, any Person subject to sanctions or trade restrictions under United States law (“Embargoed Person”
or “Embargoed Persons”) that is identified on (i) the “List of Specially Designated Nationals and Blocked
Persons” (the “SDN List”) maintained by the Office of Foreign Assets Control (OFAC), U.S. Department of Treasury,
and/or to the knowledge of the Borrower, as of the date thereof, or any other similar list maintained by OFAC pursuant to any
authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§1701 et
seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or regulation promulgated thereunder, with
the result that the investment in any of the Loan Parties (whether directly or indirectly) is prohibited by law, or the Loans made
by the Lenders hereunder would be in violation of law, or (ii) the Executive Order, any related enabling legislation or any other
similar Executive Orders (collectively, “Executive Orders”), and (b) no Embargoed Person shall have any direct
interest, and to the knowledge of the Borrower, as of the Closing Date, indirect interest, of any nature whatsoever in any of the
Loan Parties, with the result that the investment in any of the Loan Parties (whether directly or indirectly) is prohibited by law
or the Loans are in violation of law.


 


7.19          
Anti-Money Laundering. At all times throughout the term of the Loans, to the knowledge of the Borrower, none of the funds
of any of the Loan Parties that are used to repay the Loans shall be derived from any unlawful activity with the result that the investment
in any of the Loan Parties (whether directly or indirectly), is prohibited by law or the Loans would be in violation of law.


 


7.20          
Unrestricted Subsidiaries. The Borrower may at any time after the Closing Date designate (or redesignate) any subsidiary
as an Unrestricted Subsidiary or remove an Unrestricted Subsidiary’s designation as such (a “Designation Removal”);
provided that (i) immediately before and after any such designation, 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 Subsidiary or Unrestricted
Subsidiary) and (ii) as of the date of the designation thereof, no Unrestricted Subsidiary shall own any Capital Stock in any Subsidiary
of the Borrower or hold any Indebtedness of, or any Lien on, any property of the Borrower or its Subsidiaries. The designation of any
subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower (or its applicable 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 Subsidiary attributable to the
Borrower’s (or its applicable 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 7.7). A Designation Removal shall constitute the making,
incurrence or granting, as applicable, at the time of designation of any then-existing Investment, Indebtedness or Lien of such subsidiary,
as applicable; provided that upon any Designation Removal, the Borrower shall be deemed to continue to have an Investment in the
resulting Subsidiary in an amount (if positive) equal to (a) the Borrower’s “Investment” in such Subsidiary at the time
of such re-designation, less (b) the portion of the fair market value of the net assets of such Subsidiary attributable to the
Borrower’s equity therein at the time of such re-designation.


 


Section
8.      EVENTS OF DEFAULT


 


If any of the following events shall occur and be
continuing:


 


(a)               
the Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof; or the Borrower shall fail
to pay any interest on any Loan, or any other amount payable hereunder or under any other Loan Document, within five Business Days after
any such interest or other amount becomes due in accordance with the terms hereof;


 









    87


     


    

 


(b)               
 any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained
in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or
any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made, other
than any such representation or warranty as to or contained in any forecasts, projections and pro forma financial information and
any document, certificate or statement based upon such forecasts, projections and information delivered to the Administrative Agent or
the Lenders in accordance with the terms hereof, it being recognized that (i) any such financial information as it relates to future events
is not to be viewed as fact, (ii) forecasts and projections are subject to uncertainties and contingencies, (iii) no assurance can be
given that any forecast or projection will be realized and (iv) actual results during the period or periods covered by any such financial
information, forecasts or projections may differ from the projected results set forth therein and such differences may be material;


 


(c)               
any Loan Party shall default in the observance or performance of any agreement contained in clause (i) of Section 6.4(a) (with
respect to Parent and the Borrower only), Section 6.7(a) or Section 7 of this Agreement; provided that a default in the performance
of the Financial Covenant shall not constitute an Event of Default with respect to the Term Facility unless and until the Revolving Lenders
shall have terminated all Revolving Commitments and declared all amounts under the Revolving Facility to be immediately due and payable
in accordance with the Loan Documents (such period commencing with a default in the performance of a Financial Covenant and ending on
the date on which the Revolving Lenders terminate the Revolving Commitments and accelerate the Revolving Loans, the “Term Loan
Standstill Period”);


 


(d)               
any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan
Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period
of 30 days after written notice to the Borrower from the Administrative Agent or the Required Lenders;


 


(e)                any
Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but
excluding the Loans and guaranties thereof and excluding Indebtedness under Swap Agreements) beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was created; (ii) default in making any payment of any
interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such
Indebtedness was created; (iii) default in the observance or performance of any other agreement or condition relating to any such
Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such
Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee
Obligation) to become payable with any applicable grace period having expired; or (iv) there occurs under any Swap Agreement an
Early Termination Date (as defined in such Swap Agreement) resulting from (A) any event of default under such Swap Agreement as to
which any Group Member is the Defaulting Party (as defined in such Swap Agreement) or (B) any Termination Event (as defined in such
Swap Agreement) under such Swap Agreement as to which any Group Member is an Affected Party (as defined in such Swap Agreement) and,
in either event, the Swap Termination Value owed by such Group Member as a result thereof is greater than the $15,000,000; provided,
that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an
Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and
(iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the aggregate outstanding principal
amount of which is $15,000,000 or more; provided further, that an Event of Default under this clause (e) shall continue only
so long as the applicable event or condition constituting such Event of Default is unremedied and is not waived or rescinded by the
holders of such Indebtedness;


 






    88


     


    

 


(f)                
(i) any Group Member shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction,
domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee,
custodian, conservator or other similar official for it or for all or any substantial part of its assets; (ii) there shall be commenced
against any Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry
of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 consecutive
days; (iii) there shall be commenced against any Group Member any case, proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any
such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; (iv)
any Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts
set forth in clause (i), (ii), or (iii) above; (v) any Group Member shall generally not, or shall be unable to, or shall admit in writing
its inability to, pay its debts as they become due; or (vi) or any Group Member shall make a general assignment for the benefit of its
creditors;


 


(g)                (i)
any Person shall engage in any non-exempt Prohibited Transaction involving any Plan; (ii) any failure to satisfy the minimum funding
standards (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, shall exist with respect
to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Group Member or any Commonly Controlled
Entity; (iii) a determination shall be made that any Single Employer Plan is, or is expected to be, in “at risk” status
(within the meaning of Section 430 of the Code or Section 303 of ERISA); (iv) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single
Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is reasonably likely to result in
the termination of such Plan for purposes of Title IV of ERISA; (v) any Single Employer Plan shall terminate for purposes of Title
IV of ERISA; (vi) any Group Member or any Commonly Controlled Entity shall, or shall be reasonably likely to, incur any
liability in connection with a withdrawal from, or the Insolvency of, a Multiemployer Plan or there shall be a determination that
any Multiemployer Plan is, or is expected to be, in “endangered” or “critical” status (within the meaning of
Section 432 of the Code or Section 305 of ERISA); (vii) with respect to any Foreign Plan, there shall occur (A) a failure to make
or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by
applicable law or by the terms of such Foreign Plan, (B) a failure to register or loss of good standing with applicable regulatory
authorities of any such Foreign Plan required to be registered; or (C) a failure of any Foreign Plan to comply with any material
provisions of applicable law and regulations or with the material terms of such Foreign Plan; or (viii) any other similar event or
condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (viii) above, such event or
condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse
Effect;


 






    89


     


    

 



 


(h)               
one or more judgments or decrees shall be entered against any Group Member involving in the aggregate a liability (not paid or
fully covered by insurance as to which the relevant insurance company has been notified of such liability and has not challenged such
coverage) of $15,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending
appeal for a period of 60 consecutive days from the entry thereof;


 


(i)                
any of the Security Documents shall cease, for any reason, to be in full force and effect (other than as a direct result of an
action taken by the Administrative Agent or any Lender or their respective Affiliates or the failure of the Administrative Agent to take
any action requested by a Loan Party in writing that is within the Administrative Agent’s control), or any Loan Party or any Affiliate
of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same
effect and priority as purported to be created thereby (other than such Liens as are intended to cover assets with an aggregate book value
of not more than $5,000,000), except to the extent that any such loss of perfection or priority results from the failure of the Administrative
Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents or
to file Uniform Commercial Code continuation statements as requested by the Borrower and except as to Collateral consisting of real property
to the extent that such losses are covered by a Lender’s title policy and such insurer has not denied coverage;


 


(j)                
the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force
and effect or any Loan Party or any Affiliate of any Loan Party shall so assert, except with respect to the release of any Guarantor from
its obligations under Section 2 of the Guarantee and Collateral Agreement permitted by this Agreement; or


 


(k)               
a Change of Control shall occur.


 


then, and in any such event, (A) if such event is an Event of Default
specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Revolving Commitments shall immediately
terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents
(including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have been
presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default,
either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon
the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments to be
terminated forthwith, whereupon the Revolving Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders,
the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower,
declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including
all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents
required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all
Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this
paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to
the aggregate then undrawn and unexpired amount of such Letters of Credit.


 






    90


     


    

 





Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters
of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and
under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations
shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully
entitled thereto). Notwithstanding anything to the contrary in the foregoing, in the case of an Event of Default resulting from a default
in the performance of a Financial Covenant, prior to the expiration of the Term Loan Standstill Period, the references to “Required
Lenders” in clauses (i) and (ii) shall mean “Required Revolving Lenders” and references to “Loans” in clauses
(i) and (ii) shall mean “Revolving Loans”. Except as expressly provided above in this Section 8, presentment, demand, protest
and all other notices of any kind are hereby expressly waived by the Borrower.


 


Section
9.      THE ADMINISTRATIVE AGENT


 


9.1              
Appointment. Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender
under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity,
to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and
perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents,
together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this
Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.


 


9.2              
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents
by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.


 


9.3              
Exculpatory Provisions. Neither the Administrative Agent nor any of its respective officers, directors, employees, agents,
advisors, attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person
under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final
and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence
or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties
made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement
or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement
or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Administrative
Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan
Party.


 






    91


     


    

 





9.4              
 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying,
upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, order
or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including counsel to Parent or the Borrower), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof
for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative
Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all
Lenders or the affected Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any
and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative
Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents
in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all Lenders or the affected Lenders), and
such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the
Loans.


 


9.5              
Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default
or Event of Default unless the Administrative Agent has received notice from a Lender, Parent or the Borrower referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative
Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by
this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default
or Event of Default as it shall deem advisable in the best interests of the Lenders.


 


9.6               Non-Reliance
on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its respective
officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates have made any representations or
warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Loan Party or
any Affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any
Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative
Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and
their Affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents
that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking
or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to
inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and
their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or
creditworthiness of any Loan Party or any Affiliate of a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates.


 






    92


     


    

 


9.7              
Indemnification. The Lenders agree to indemnify the Administrative Agent and its officers, directors, employees, Affiliates,
agents, advisors and controlling persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by Parent or the
Borrower and without limiting the obligation of Parent or the Borrower to do so), ratably according to their respective Aggregate Exposure
Percentages in effect on the date on which indemnification is sought under this Section 9.7 (or, if indemnification is sought after the
date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate
Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment
of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Commitments,
this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements in this Section
9.7 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 


9.8              
Agent in Its Individual Capacity. The Administrative Agent and its Affiliates may make loans to, accept deposits from and
generally engage in any kind of business with any Loan Party as though such Administrative Agent was not an Administrative Agent. With
respect to its Loans made or renewed by it, each Administrative Agent shall have the same rights and powers under this Agreement and the
other Loan Documents as any Lender and may exercise the same as though it were not an Administrative Agent, and the terms “Lender”
and “Lenders” shall include the Administrative Agent in its individual capacity.


 


9.9              
Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent upon 20 days’ notice to
the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan
Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall
(unless an Event of Default under Section 8(a) or Section 8(f) with respect to the Borrower shall have occurred and be continuing) be
subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall
succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such
successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or
any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent
by the date that is 20 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s
resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative
Agent’s resignation as Administrative Agent, the provisions of this Section 9.9 and of Section 10.5 shall continue to inure to its
benefit.


 






    93


     


    

 


9.10          
Certain ERISA Matters.


 





(a)               
 Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from
the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the
Administrative Agent, and each Lead 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 the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Letters
of Credit or the Commitments,


 


(ii) the transaction exemption set forth
in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset
managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption
for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions
involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers),
is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Commitments and this Agreement,


 


(iii) (A) such Lender is an investment
fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified
Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform
the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance
of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of
Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied
with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit,
the Commitments and this Agreement, or


 


(iv) such other representation,
warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.


 


(b)               
In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
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, 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 Lead 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 any Lead Arranger or any of their respective Affiliates is a fiduciary
with respect to the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by
the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto).


 


(c)                The
Administrative Agent, and each Lead Arranger hereby informs the Lenders that each such Person is not undertaking to provide
investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such
Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive
interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan
Documents (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the
amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or
other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees,
commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent
or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate
transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early
termination fees or fees similar to the foregoing.


 






    94


     


    

 


9.11          
Acknowledgements of Lenders and Issuing Lenders.


 


(a)               
Each Lender and Issuing Lender hereby agrees that (x) if the Administrative Agent notifies such Lender or Issuing Lender
that the Administrative Agent has determined in its sole discretion that any funds received by such Lender or Issuing Lender from
the Administrative Agent or any of its Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise;
individually and collectively, a “Payment”) were erroneously transmitted to such Lender or Issuing Lender (whether
or not known to such Lender or Issuing Lender), and demands the return of such Payment (or a portion thereof), such Lender or Issuing
Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent the amount of any such
Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day
from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Lender to the date such amount is
repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable law, such
Lender or Issuing Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right
of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments
received, including without limitation any defense based on “discharge for value” or any similar doctrine.  A notice
of the Administrative Agent to any Lender or Issuing Lender under this Section 9.11(a) shall be conclusive, absent manifest error.


 


(b)               
Each Lender and Issuing Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any
of its Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the
Administrative Agent (or any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not
preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such
Payment. Each Lender and Issuing Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof)
may have been sent in error, such Lender or Issuing Lender shall promptly notify the Administrative Agent of such occurrence and, upon
demand from the Administrative Agent, it shall promptly, but in no event later than one Business Day thereafter, return to the Administrative
Agent the amount of any such Payment (or portion thereof) as to which such a demand was made in same day funds, together with interest
thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender or Issuing Lender
to the date such amount is repaid to the Administrative Agent at the greater of the NYFRB Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation from time to time in effect.


 






    95


     


    

 





(c)               
 The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are
not recovered from any Lender or Issuing Lender that has received such Payment (or portion thereof) for any reason, the Administrative
Agent shall be subrogated to all the rights of such Lender and Issuing Lender with respect to such amount and (y) an erroneous Payment
shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party.


 


(d)               
Each party’s obligations under this Section 9.11(d) shall survive the resignation or replacement of the Administrative
Agent or any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Lender, the termination of the Commitments
or the repayment, satisfaction or discharge of all Obligations under any Loan Document.


 


Section
10.    MISCELLANEOUS


 


10.1           Amendments
and Waivers. Except as provided in Section 2.22 with respect to any Incremental Facility and Section 2.23 with respect to any
Extension, neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified
except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan
Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the
relevant Loan Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the
other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any
manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the
Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that
no such waiver and no such amendment, supplement or modification shall (i) forgive the principal amount or extend the final
scheduled date of maturity of any Loan (except in connection with the waiver of any mandatory prepayment or mandatory reduction of
Commitments), extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any
interest or fee payable hereunder (except (x) in connection with the waiver of applicability or reduction of any post-default
increase in interest rates (which waiver or reduction shall be effective with the consent of the Majority Facility Lenders of each
adversely affected Facility) and (y) that any amendment or modification of defined terms used in the Financial Covenant shall not
constitute a reduction in the rate of interest or fees for purposes of this clause (i)) or extend the scheduled date of any payment
thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment, in each case without the
written consent of each Lender directly affected thereby; (ii) consent to the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or
release of any material Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the
written consent of each Lender directly affected thereby; (iii) amend, modify, or waive any provision of Section 6.5 of the
Guarantee and Collateral Agreement without the written consent of each Lender adversely affected thereby; (iv) eliminate or reduce
the voting rights of any Lender under this Section 10.1 or reduce any percentage specified in the definition of Required Lenders
without the written consent of each Lender; (v) reduce any percentage specified in the definition of Required Revolving Lenders
without the written consent of each Revolving Lender, (vi) amend, modify or waive any provision of Section 10 or any other provision
of any Loan Document that affects the Administrative Agent without the written consent of the Administrative Agent or (vii) amend,
modify or waive any provisions of Section 3 without the written consent of the Issuing Lender. Notwithstanding the foregoing, no
amendment, modification, waiver of or consent with respect to the Financial Covenant (and related definitions only as they pertain
to and are used with respect to the Financial Covenant) shall be effective without the written consent of the Required Revolving
Lenders and any such amendment, supplement, modification, termination or waiver shall be effective with the written consent of only
the Required Revolving Lenders (or the Administrative Agent with the prior written consent thereof), on the one hand, and the
Borrower, on the other hand. Any waiver, amendment, supplement or modification made pursuant to this Section 10.1 shall apply
equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future
holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to
their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be
deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.


 






    96


     


    

 


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 (a) to
add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder
and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with
the Term Loans and Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (b) to include appropriately
the Lenders holding such credit facilities in any determination of the Required Lenders and/or Majority Facility Lenders, as applicable.


 


In addition, notwithstanding the foregoing, this
Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Lenders providing the relevant Replacement
Term Loans (as defined below) or Replacement Revolving Facility (as defined below) to permit (i) the refinancing, replacement or modification
of all or a portion of the outstanding Term Loans (“Replaced Term Loans”) with a replacement term loan tranche hereunder
(“Replacement Term Loans”); provided that (a) the aggregate principal amount of such Replacement Term Loans
shall not exceed the aggregate principal amount of such Replaced Term Loans, (b) to the extent that not all of the outstanding Term Loans
are refinanced, replaced or modified pursuant to this paragraph, the Applicable Margin for such Replacement Term Loans shall not be higher
than the Applicable Margin for such Replaced term Loans (it being understood that, for the avoidance of doubt, Section 2.8(b) shall apply
to any transaction consummated under this clause (i)) and (c) the weighted average life to maturity of such Replacement Term Loans shall
not be shorter than the weighted average life to maturity of such Replaced Term Loans at the time of such refinancing and (ii) the refinancing,
replacement or modification of the entire Revolving Facility (“Replaced Revolving Facility”) with a replacement revolving
facility hereunder (“Replacement Revolving Facility”); provided that (a) the aggregate principal amount of the
Replacement Revolving Facility shall not exceed the aggregate principal amount of the Replaced Revolving Facility, and (b) the Replacement
Revolving Facility shall not mature prior to the Revolving Termination Date.


 


Furthermore, notwithstanding the foregoing, the Administrative
Agent, with the consent of the Borrower, may amend, restate, amend and restate or otherwise modify or supplement any Loan Document without
the consent of any Lender or the Required Lenders in order to correct, amend or cure any ambiguity, inconsistency or defect or correct
any typographical error or other manifest error in any Loan Document.


 


10.2           Notices.
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered, or three
Business Days after being deposited in the mail, postage prepaid, or, in the case of telecopy notice, when received, addressed as
follows in the case of Parent, the Borrower and the Administrative Agent, and as set forth in an administrative questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the
respective parties hereto:


 






    97


     


    

 


	Parent and Borrower:	RMCO, LLC
	 	RE/MAX, LLC
	 	5075 S. Syracuse Street
	 	Denver, CO 80237
	 	Attention: Karri Callahan
	 	
    Email: karricallahan@remax.com

     

    with a copy to

     

	 	
    Adam Scoville, General Counsel

    Email: ascoville@remax.com; and

    legal@remax.net

	 	 
	 Administrative Agent:	JPMorgan Chase Bank, N.A.
	 	
    500 Stanton Christian Rd.

    Newark, DE 19713

    c/o Loan and Agency Services Group

    Attention: Naveen Pattasseril

    Email: naveen.pattasseril@chase.com

    Telecopy: (201) 244.3657

	 	
    With a copy to:

     

    JPMorgan Chase Bank, N.A.

    1125 17th Street, Floor 03

    Denver, CO 80202

    Attention: Nancy Meadows

    Email: Nancy.e.meadows@chase.com

    Telephone: (303) 244.3099

	 	 


provided that any notice, request or demand to or upon the Administrative
Agent or the Lenders shall not be effective until received.


 


Notices and other communications to the Lenders hereunder
may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the Administrative Agent and the applicable
Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to
particular notices or communications.


 


10.3          
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Administrative Agent
or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative
and not exclusive of any rights, remedies, powers and privileges provided by law.


 






    98


     


    

 








10.4          
 Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan Documents
and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery
of this Agreement and the making of the Loans and other extensions of credit hereunder.


 


10.5           Expenses;
Limitation of Liability; and Taxes. (a) The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its
reasonable, documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of,
and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in
connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby,
including the reasonable, documented fees and disbursements of one counsel to the Administrative Agent and filing and recording fees
and expenses, within 30 days after receipt of written demand with accompanying documentation in reasonable detail (other than such
expenses to be paid on the Closing Date); (b) to pay or reimburse each Lender, the Issuing Lender and the Administrative Agent for
all its reasonable, documented costs and expenses incurred in connection with the enforcement or preservation of any rights under
this Agreement, the other Loan Documents and any such other documents, including the reasonable, documented out-of-pocket fees and
disbursements of counsel to each Lender and of counsel to the Administrative Agent within 30 days after receipt of written demand
with accompanying documentation in reasonable detail, provided, that in each case, the Borrower shall only be responsible for
the reimbursement of one primary counsel and, if needed, one local counsel in each applicable jurisdiction for the Administrative
Agent and one primary counsel and, if needed, one local counsel in each applicable jurisdiction for the Lenders as a group unless
there is an actual conflict among such group members (as reasonably determined by such Lender) and then the Borrower shall be
responsible for the additional reimbursement of counsel for such conflicted group member;, and (c) to pay, indemnify, and hold each
Lender, the Issuing Lender and the Administrative Agent and their respective officers, directors, employees, Affiliates, agents,
advisors and controlling persons (each, an “Indemnitee”) harmless from and against any and all other actual,
direct liabilities, obligations, losses, damages, penalties, actions, judgments, suits, documented, out-of-pocket costs and expenses
(including documented and reasonable out-of-pocket fees, disbursements and other charges of counsel) or disbursements of any kind or
nature whatsoever with respect to (i) the execution, delivery, enforcement, performance and administration of this Agreement, the
other Loan Documents and any such other documents, (ii) any action taken in connection with this Agreement, including, but not
limited to, the payment of principal, interest and fees, (iii) any Loan or Letter of Credit or the use of proceeds therefrom
(including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the term of such Letter of Credit) or (iv) the violation of, noncompliance
with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties and the
reasonable, documented fees and expenses of legal counsel in connection with claims, actions or proceedings (regardless of whether
such Indemnitee is a party thereto or has commenced any litigation and regardless of whether such matter is initiated by a third
party of by a Borrower or any of its Affiliates) that relate to the financing contemplated by the Loan Documents or the use or the
proposed use of proceeds thereof (all the foregoing in this clause (d), collectively, the “Indemnified
Liabilities”), provided, that the Borrower shall have no obligation hereunder to any Indemnitee with respect to
Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from the gross negligence or willful misconduct of, or breach of the Loan Documents in bad
faith by, such Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 30 days after written demand
(with accompanying documentation in reasonable detail) therefor. Statements payable by the Borrower pursuant to this Section 10.5
shall be submitted at the address of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter
designated by the Borrower in a written notice to the Administrative Agent. This Section shall not apply with respect to Taxes,
which shall be governed solely by Section 2.17. The agreements in this Section 10.5 shall survive the termination of this Agreement
and the repayment of the Loans and all other amounts payable hereunder.


 






    99


     


    

 




 


(b) To the extent permitted by applicable law (i)
the Borrower and any Loan Party shall not assert, and the Borrower and each Loan Party hereby waives, any claim against the Administrative
Agent, any Lead Arranger, and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related
Person”) for any Liabilities arising from the use by others of information or other materials (including, without limitation,
any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet),
and (ii) no party hereto shall assert, and each such party hereby waives, any Liabilities against any other party hereto, on any theory
of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement, any other Loan Document, or any agreement or instrument contemplated hereby or thereby, the Transactions,
any Loan or the use of the proceeds thereof; provided that, nothing in this Section 10.5(b) shall relieve the Borrower and each Loan Party
of any obligation it may have to indemnify an indemnitee, as provided in Section 10.5(a), against any special, indirect, consequential
or punitive damages asserted against such Indemnitee by a third party.


 


10.6          
Successors and Assigns; Participations and Assignments. (a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of the Issuing
Lender that issued any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent
shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with
this Section 10.6.


 


(b)               
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees other
than a natural person (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of:


 


(A)             
the Borrower (such consent not to be unreasonably withheld, conditioned or delayed and such consent shall be deemed given
if the Borrower has not objected within 5 Business Days of a written request for consent), provided that no consent of the Borrower
shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8(a)
or (f) has occurred and is continuing, any other Person; and


 


(B)             
the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), provided that no
consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate
of a Lender or an Approved Fund.


 


(ii)              
Assignments shall be subject to the following additional conditions:


 


(A)              except
in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the
assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the
Administrative Agent otherwise consent, provided that (1) no such consent of the Borrower shall be required if an Event of
Default under Section 8(a) or (f) has occurred and is continuing and (2)  such amounts shall be aggregated in respect of each
Lender and its Affiliates or Approved Funds, if any;


 






    100


     


    

 


(B)             
(1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500 and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative
Agent; and


 


(C)             
the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in
which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public
information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and
who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal
and state securities laws.


 


For the purposes of this Section 10.6,
 “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing
in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


(iii)            
Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified
in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and,
in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 10.5).
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6 shall
be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.


 


(iv)             
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its
offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amount (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest
error, and the Borrower, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Person whose name is recorded in
the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable
prior notice.


 






    101


     


    

 


(v)                Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s
completed administrative questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee
referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall 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.


 


(c)               
(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more
banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s
obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.
Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce
this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement
may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1)
requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly
affects such Participant. Subject to paragraph (c)(ii) of this Section 10.6, the Borrower agrees that each Participant shall be entitled
to the benefits of, and subject to the limitations of, Sections 2.16, 2.17 and 2.18 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section 10.6. To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 10.7(b) as though it were a Lender, provided such Participant shall be subject to Section
10.7(a) as though it were a Lender. Each Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of
the Borrower, shall maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated
interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including
the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, L/C Obligations
or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment,
Loan, L/C Obligations or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The
entries in the Participant Register shall be conclusive absent manifest error, and such Lender, each Loan Party and the Administrative
Agent shall treat each person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation
for all purposes of this Agreement, notwithstanding notice to the contrary.


 


(ii)               A
Participant shall not be entitled to receive any greater payment under Section 2.16 or 2.17 than the applicable Lender would have
been entitled to receive with respect to the participation sold to such Participant, except (A) to the extent such entitlement to
receive a greater payment results from an adoption of or any change in any Requirement of Law or in the interpretation or
application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any
central bank or other Governmental Authority made subsequent to the date hereof that occurs after the Participant acquired the
applicable participation or (B) the sale of the participation to such Participant is made with the Borrower’s prior written
consent (not to be unreasonably withheld). Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of
Section 2.17 unless such Participant complies with Section 2.17(e) and (f).


 






    102


     


    

 


(d)               
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section
10.6 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a
party hereto.


 


(e)               
The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes
to facilitate transactions of the type described in paragraph (d) above.


 


(f)                
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 Term Loans to the Borrower on a non-pro rata basis (A) through a “Dutch
auction”, pursuant to procedures to be mutually agreed to by the Borrower and the Administrative Agent, and open to all Lenders
holding the relevant Term Loans on a pro rata basis (a “Dutch Auction”) or (B) through open market purchases,
in each case with respect to clauses (A) and (B), without the consent of the Administrative Agent or any Lender; provided that:


 


(i)                
any Term Loans acquired by the Borrower shall be retired and cancelled immediately upon the acquisition thereof; provided
that upon any such retirement and cancellation, the aggregate outstanding principal amount of the Term Loans shall be deemed reduced by
the full par value of the aggregate principal amount of the Term Loans so retired and cancelled;


 


(ii)              
in connection with any assignment effected pursuant to a Dutch Auction and/or open market purchase conducted by the Borrower, (A)
the Borrower may not use the proceeds of any Revolving Loans to fund such assignment and (B) no Default or 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


 


(iii)            
the Borrower shall be required to represent and warrant that it is not in possession of material non-public information with respect
to Parent, the Borrower and/or any subsidiary thereof and/or their respective securities in connection with any assignment permitted by
this Section 10.6(f).


 


10.7          
Adjustments; Set-off.


 


(a)                Except
to the extent that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender or to the
Lenders under a particular Facility, if any Lender (a “Benefitted Lender”) shall receive any payment of all or
part of the Obligations owing to it (other than in connection with an assignment made pursuant to Section 10.6), or receive any
realization on account of any Collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to
events or proceedings of the nature referred to in Section 8(f), or otherwise), in a greater proportion than any such payment to or
realization received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender
shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other
Lender, or shall provide such other Lenders with the benefits of any such realization, as shall be necessary to cause such
Benefitted Lender to share the excess payment or benefits of such realization ratably with each of the Lenders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase
shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.


 






    103


     


    

 


(b)               
In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without notice
to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any Obligations
becoming due and payable by the Borrower (whether at the stated maturity, by acceleration or otherwise) and an Event of Default having
occurred and being continuing, to apply to the payment of such Obligations, by setoff or otherwise, any and all deposits (general or special,
time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender, any Affiliate thereof or any
of their respective branches or agencies to or for the credit or the account of the Borrower; provided that if any Defaulting Lender
shall exercise any such right of setoff, (i) all amounts so set-off shall be paid over immediately to the Administrative Agent for further
application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender
from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Lender, and the Lenders and (ii)
the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing
to such Defaulting Lender as to which it exercised such right of set-off. Each Lender agrees promptly to notify the Borrower and the Administrative
Agent after any such application made by such Lender, provided that the failure to give such notice shall not affect the validity
of such application.


 


10.8           Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a
signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any document, amendment, approval, consent,
information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 10.2), certificate, request,
statement, disclosure or authorization related to this Agreement, any other Loan Document and/or the transactions contemplated
hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as
delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import
in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic
Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other
electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping
system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic
Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further,
without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the
Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on
behalf of the Borrower or any other Loan Party without further verification thereof and without any obligation to review the
appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any
Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the
foregoing, the Borrower and each Loan Party hereby (i) agrees that, for all purposes, including without limitation, in connection
with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the
Lenders, and the Borrower and the Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Loan
Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the
Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Loan
Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in
the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall
be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record),
(iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other
Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan
Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any
claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any
Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of
the Borrower and/or any Loan Party to use any available security measures in connection with the execution, delivery or transmission
of any Electronic Signature.


 






    104


     


    

 


10.9          
Severability. Any provision of this Agreement that is prohibited or or held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, invalidity, illegality or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.


 


10.10       
Integration. This Agreement and the other Loan Documents represent the entire agreement of Parent, the Borrower, the Administrative
Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations
or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein
or in the other Loan Documents.


 


10.11       
Governing Law; JURISDICTION; consent to service of process.


 


(A) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


(B) EACH OF THE LENDERS AND THE ADMINISTRATIVE
AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT, NOTWITHSTANDING THE GOVERNING LAW PROVISIONS OF ANY APPLICABLE LOAN DOCUMENT,
ANY CLAIMS BROUGHT AGAINST THE ADMINISTRATIVE AGENT BY ANY LENDER RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE CONSUMMATION
OR ADMINISTRATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK.


 


(C) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN (OR IF SUCH COURT LACKS SUBJECT MATTER JURISDICTION, THE SUPREME COURT OF THE
STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN), AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT
OF ANY SUCH ACTION OR PROCEEDING MAY (AND ANY SUCH CLAIMS, CROSS-CLAIMS OR THIRD PARTY CLAIMS BROUGHT AGAINST THE ADMINISTRATIVE AGENT
OR ANY OF ITS RELATED PARTIES MAY ONLY) BE HEARD AND DETERMINED IN SUCH FEDERAL (TO THE EXTENT PERMITTED BY LAW) OR NEW YORK STATE COURT.
EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT
SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY ISSUING LENDER OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT AGAINST THE BORROWER, ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 






    105


     


    

 


(D) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY
COURT REFERRED TO IN PARAGRAPH (C) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


 


(E) EACH PARTY TO THIS AGREEMENT IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.2. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF
ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


10.12       
Submission to Jurisdiction; Waivers. Each of Parent, the Borrower, the Administrative Agent and the Lenders hereby irrevocably
and unconditionally:


 


(a)               
submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents
to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the United
States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter
jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof;
provided that nothing contained herein or in any other Loan Document will prevent any Lender or the Administrative Agent from bringing
any action to enforce any award or judgment or exercise any right under the Security Documents or against any Collateral or any other
property of any Loan Party in any other forum in which jurisdiction can be established;


 


(b)                consents
and agrees that any such action or proceeding shall be brought in such courts and waives, to the fullest extent it may legally and
effectively do so, any objection that 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 (a) of this Section and
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court;


 






    106


     


    

 


(c)               
agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered
or certified mail (or any substantially similar form of mail), postage prepaid, to Parent or the Borrower, as the case may be at its address
set forth in Section 10.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;


 


(d)               
agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall
limit the right to sue in any other jurisdiction; and


 


(e)               
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding
referred to in this Section 10.12 any special, exemplary, punitive or consequential damages.


 


10.13       
Acknowledgements. Each of Parent, the Borrower, the Administrative Agent and the Lenders hereby acknowledges that:


 


(a)               
it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;


 


(b)               
neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to Parent or the Borrower arising
out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between Administrative Agent and
Lenders, on one hand, and Parent and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and
creditor; and


 


(c)               
no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among Parent, the Borrower and the Lenders.


 


10.14       
Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document,
the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to
take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary
to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section
10.1 or (ii) under the circumstances described in paragraph (b) or (c) below.


 


(b)                At
such time as the Loans, the other obligations under the Loan Documents (other than obligations under or in respect of Specified Swap
Agreements or Specified Cash Management Agreements and contingent indemnification obligations) shall have been paid in full, the
Commitments have been terminated and no Letters of Credit shall be outstanding (unless cash collateralized in a manner reasonably
satisfactory to the Issuing Lender), the Collateral shall be released from the Liens created by the Security Documents, and the
Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent
and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act
by any Person. At the request and sole expense of any Loan Party following any such termination, the Administrative Agent shall
deliver to such Loan Party any Collateral held by the Administrative Agent on behalf of the Administrative Agent and the Lenders
hereunder, and execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such
termination.


 






    107


     


    

 


(c)               
Upon any sale, transfer or other Disposition by any Loan Party (other than any such sale, transfer or other Disposition
to another Loan Party) of any Collateral in a transaction permitted by this Agreement, the security interests in such Collateral created
by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this clause (c),
at the request and sole expense of any Loan Party, the Administrative Agent shall deliver to such Loan Party any such Collateral held
by the Administrative Agent on behalf of the Administrative Agent and the Lenders hereunder, and execute and deliver to such Loan Party
such documents as such Loan Party shall reasonably request to evidence such release.


 


10.15       
Confidentiality. Each of the Administrative Agent, the Issuing Lender and each Lender agrees to keep confidential all non-public
information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement;
provided that nothing herein shall prevent the Administrative Agent, the Issuing Lender or any Lender from disclosing any such
information (a) to the Administrative Agent, the Issuing Lender, any other Lender or any Affiliate thereof, (b) subject to an agreement
to comply with the provisions of this Section 10.15, to any actual or prospective Transferee or any direct or indirect counterparty to
any Swap Agreement (or any professional advisor to such counterparty), (c) to its employees, directors, agents, attorneys, accountants
and other professional advisors or those of any of its Affiliates, (d) upon the request or demand of any Governmental Authority, (e) in
response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law,
(f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h)
to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires
access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (i) in
connection with the exercise of any remedy hereunder or under any other Loan Document, or (j) if agreed by the Borrower in its sole discretion,
to any other Person.


 


Each Lender acknowledges that information furnished
to it pursuant to this Agreement or the other Loan Documents may include material non-public information concerning the Borrower and its
Affiliates and their related parties or their respective securities, and confirms that it has developed compliance procedures regarding
the use of material non-public information and that it will handle such material non-public information in accordance with those procedures
and applicable law, including Federal and state securities laws.


 


All information, including requests for waivers and
amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement or the
other Loan Documents will be syndicate-level information, which may contain material non-public information about the Borrower and its
Affiliates and their related parties or their respective securities. Accordingly, each Lender represents to the Borrower and the Administrative
Agent that it has identified in its administrative questionnaire a credit contact who may receive information that may contain material
non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.


 


10.16       
WAIVERS OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 






    108


     


    

 


10.17       
USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is
required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender to identify the Borrower in accordance with the USA PATRIOT Act.


 


10.18       
Acknowledgment 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.


 


10.19       
Acknowledgment Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Swap 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)::


 






    109


     


    

 



 





 


In the event a Covered Entity that is party
to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under
such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support)
from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution
Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by
the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered
Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might
otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be
exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported
QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event
affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 






    110


     


    

 


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


 


	 	RMCO, LLC
	 	 
	 	By:	/s/ Karri Callahan
	 	 	Name: Karri Callahan
	 	 	Title:   Chief Financial Officer



 


	 	RE/MAX, LLC
	 	 
	 	By:	/s/ Karri Callahan
	 	 	Name: Karri Callahan
	 	 	Title:   Chief Financial Officer



 


[Signature Page to the Credit Agreement]


 






    


     


    

 


	 	JPMorgan Chase Bank, N.A., as Administrative Agent and as a Lender
	 	 
	 	By:	/s/ Nancy E. Meadows
	 	 	Name: Nancy E. Meadows
	 	 	Title: Authorized Signatory



 


[Signature Page to the Credit Agreement]


 






    


     


    

 


Lender Addenda on file with Administrative Agent 


 


[Signature Page to the Credit Agreement]