Exhibit 10.2


 








 



CREDIT AGREEMENT


 


dated as of [__], 201[_],



among


 


MICRO FOCUS INTERNATIONAL
PLC, 


as Parent


 


MICRO
FOCUS GROUP LIMITED,

as Holdco,


 


MA FINANCECO., LLC,

as Borrower,


 


The Lenders Party Hereto,


 


and


 


JPMORGAN CHASE BANK, N.A.

as Administrative Agent and Collateral Agent


 


_____________________________


 


JPMORGAN CHASE BANK, N.A., 


BARCLAYS BANK PLC, 


HSBC SECURITIES (USA) INC., 


THE ROYAL BANK OF SCOTLAND PLC, 


MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED,

as Joint Lead Arrangers and Joint Lead Bookrunners,


 


HSBC SECURITIES (USA) INC., 


BARCLAYS BANK PLC, 


THE ROYAL BANK OF SCOTLAND PLC, 


as Co-Syndication Agents


 


and


 


JPMORGAN CHASE BANK, N.A., 


MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED, 


as Co-Documentation Agents





 



 


 






    	 



    	 



    

Table
of Contents


 





	 	Page
	Article I Definitions	2
	Section 1.01	Defined Terms	2
	Section 1.02	Classification of Loans and Borrowings	79
	Section 1.03	Terms Generally	80
	Section 1.04	Accounting Terms; IFRS	80
	Section 1.05	Pro Forma Calculations	81
	Section 1.06	Currency Translation	82
	Section 1.07	Rounding	83
	Section 1.08	Timing of Payment or Performance	83
	Section 1.09	Letter of Credit Amounts	83
	Section 1.10	Certifications	84
	Section 1.11	Compliance with Article VI	84
	Section 1.12	Reversion Provision	84
	Article II The Credits	85
	Section 2.01	Commitments	85
	Section 2.02	Loans and Borrowings	86
	Section 2.03	Requests for Borrowings	87
	Section 2.04	Swingline Loans	88
	Section 2.05	Letters of Credit	91
	Section 2.06	Funding of Borrowings	99
	Section 2.07	Interest Elections	100
	Section 2.08	Termination and Reduction of Commitments	101
	Section 2.09	Repayment of Loans; Evidence of Debt	102
	Section 2.10	Amortization of Term Loans	103
	Section 2.11	Prepayment of Loans	104
	Section 2.12	Fees	110
	Section 2.13	Interest	111
	Section 2.14	Alternate Rate of Interest	112
	Section 2.15	Increased Costs	113
	Section 2.16	Break Funding Payments	114
	Section 2.17	Taxes	114
	Section 2.18	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	117
	Section 2.19	Mitigation Obligations; Replacement of Lender	119
	Section 2.20	Incremental Loans	120
	Section 2.21	Refinancing Amendments	123
	Section 2.22	Defaulting Lenders	124
	Section 2.23	Cash Collateral	126
	Section 2.24	Extensions of Term Loans and Revolving Commitments	128
	Section 2.25	Term Loan Exchange Notes	131
	




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	Article III Representations and Warranties	133
	Section 3.01	Organization; Powers	133
	Section 3.02	Authorization; Enforceability	134
	Section 3.03	Governmental Approvals; No Conflicts	134
	Section 3.04	Financial Condition; No Material Adverse Change	134
	Section 3.05	Properties	135
	Section 3.06	Litigation and Environmental Matters	135
	Section 3.07	Compliance with Laws	136
	Section 3.08	Investment Company Status.	136
	Section 3.09	Taxes	136
	Section 3.10	ERISA	136
	Section 3.11	Disclosure	136
	Section 3.12	Labor Matters	137
	Section 3.13	Subsidiaries	137
	Section 3.14	Solvency	137
	Section 3.15	Federal Reserve Regulations	137
	Section 3.16	[Reserved]	137
	Section 3.17	Use of Proceeds	137
	Section 3.18	Security Documents	137
	Section 3.19	OFAC; FCPA; Patriot Act	138
	Article IV Conditions	139
	Section 4.01	Effective Date	139
	Section 4.02	Each Credit Event	139
	Article V Affirmative Covenants	140
	Section 5.01	Financial Statements and Other Information	140
	Section 5.02	Notices of Material Events	143
	Section 5.03	Semi-Annual Lender Call	144
	Section 5.04	Existence; Conduct of Business	144
	Section 5.05	Payment of Taxes	144
	Section 5.06	Maintenance of Properties	145
	Section 5.07	Insurance	145
	Section 5.08	Books and Records; Inspection and Audit Rights	145
	Section 5.09	Compliance with Laws	146
	Section 5.10	Use of Proceeds	146
	Section 5.11	Execution of Subsidiary Guaranty and Security Documents after the Effective Date.	146
	Section 5.12	Further Assurances.	150
	Section 5.13	Designation of Subsidiaries	151
	Section 5.14	Conduct of Business	152
	Section 5.15	Maintenance of Ratings	152
	Section 5.16	Post-Closing Covenants	152
	Article VI Negative Covenants	152
	Section 6.01	Indebtedness; Certain Equity Securities	152
	Section 6.02	Liens	158
	Section 6.03	Fundamental Changes	163
	Section 6.04	Investments	164
	




    	ii



    	 



    


	Section 6.05	Asset Sales	169
	Section 6.06	[Reserved	172
	Section 6.07	[Reserved]	172
	Section 6.08	Restricted Payments; Certain Payments of Indebtedness	172
	Section 6.09	Transactions with Affiliates	176
	Section 6.10	Restrictive Agreements	177
	Section 6.11	Amendment of Material Documents	178
	Section 6.12	First Lien Leverage Ratio	178
	Section 6.13	Changes in Fiscal Year	179
	Article VII Events of Default	179
	Section 7.01	Events of Default	179
	Section 7.02	Exclusion of Immaterial Subsidiaries	183
	Section 7.03	Right to Cure	183
	Section 7.04	Application of Proceeds.	184
	Article VIII The Administrative Agent	186
	Section 8.01	Appointment of Agents	186
	Section 8.02	Rights of Lender	187
	Section 8.03	Exculpatory Provisions	187
	Section 8.04	Reliance by Administrative Agent and Collateral Agent	188
	Section 8.05	Delegation of Duties	188
	Section 8.06	Resignation of Agents; Successor, Administrative Agent, Collateral Agent and Issuing Bank	189
	Section 8.07	Non-Reliance on Agents and Other Lenders	190
	Section 8.08	No Other Duties	190
	Section 8.09	Collateral and Guaranty Matters	191
	Section 8.10	Secured Swap Agents and Secured Cash Management Agents	192
	Section 8.11	Withholding Tax	192
	Section 8.12	Administrative Agent and Collateral Agent May File Proofs of Claim	193
	Article IX Miscellaneous	194
	Section 9.01	Notices	194
	Section 9.02	Waivers; Amendments.	194
	Section 9.03	Expenses; Indemnity; Damage Waiver	199
	Section 9.04	Successors and Assigns	201
	Section 9.05	Survival	205
	Section 9.06	Counterparts; Integration	205
	Section 9.07	Severability	206
	Section 9.08	Right of Setoff	206
	Section 9.09	Governing Law; Jurisdiction; Consent to Service of Process	206
	Section 9.10	WAIVER OF JURY TRIAL	207
	Section 9.11	Headings	208
	Section 9.12	Confidentiality	208
	Section 9.13	Interest Rate Limitation	209
	Section 9.14	USA Patriot Act	209
	




    	iii



    	 



    


	Section 9.15	Direct Website Communication	210
	Section 9.16	Intercreditor Agreement Governs	211
	Section 9.17	Judgment Currency	211
	Section 9.18	No Advisory or Fiduciary Responsibility	212
	Section 9.19	[Reserved]	212
	Section 9.20	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	213


 






    	iv



    	 



    

SCHEDULES:


 





	Schedule 1.01	Effective Date Loans and Commitments
	Schedule 1.01(a)	Adjustments to Consolidated EBITDA
	Schedule 1.01(b)	UK Security Documents
	Schedule 1.01(c)	Loan Parties
	Schedule 1.02	Excluded Subsidiaries
	Schedule 1.03	Existing Letters of Credit
	Schedule 2.01	Commitments
	Schedule 3.06	Disclosed Matters
	Schedule 3.13	Subsidiaries
	Schedule 5.11(c)	U.S. Security Documents
	Schedule 5.16	Post-Closing Covenants
	Schedule 6.01(a)	Existing Indebtedness
	Schedule 6.02	Existing Liens
	Schedule 6.04(c)	Existing Investments
	Schedule 6.05	Asset Dispositions
	Schedule 6.09	Transactions with Affiliates
	Schedule 9.01	Addresses for Notices







 


EXHIBITS:


 





	Exhibit A	Form of Borrowing Request
	Exhibit B	Form of Interest Election Request
	Exhibit C	Form of Solvency Certificate
	Exhibit D	[Reserved]
	Exhibit E	[Reserved]
	Exhibit F-1	Form of Tranche B-2 Term Note
	Exhibit F-2	Form of Tranche B-3 Term Note
	Exhibit F-3	Form of Euro Tranche Term Note
	Exhibit F-4	Form of Revolving Note
	Exhibit G	Form of Assignment and Assumption Agreement
	Exhibit H	Form of Swingline Loan Notice
	Exhibit I	Form of Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filings
	Exhibit J	Form of Compliance Certificate
	Exhibit K-1	Form of Pari Passu Intercreditor Agreement
	Exhibit K-2	[Terms of] Second Lien Intercreditor Agreement







 



    	v



    	 



    






CREDIT AGREEMENT dated
as of [__], 201[_]1 (this “Agreement”),
among MICRO FOCUS INTERNATIONAL PLC, a company organized under the laws of England and Wales (the “Parent”),
MICRO FOCUS GROUP LIMITED, a company organized under the laws of England and Wales (“Holdco”),
MA FINANCECO., LLC, a Delaware limited liability company (the “Borrower”),
the LENDERS party hereto and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent.


 


WHEREAS, capitalized
terms used in these recitals shall have the respective meanings set forth for such terms in Article I;


 


WHEREAS, reference
is hereby made to the Credit Agreement, dated as of November 20, 2014 (as amended, restated, supplemented or otherwise modified
from time to time prior to the date hereof, the “Existing Credit Agreement”), by and among the Parent, Holdco,
the Borrower, the lenders from time to time party thereto (the “Existing Lenders”) and JPMCB, as administrative
agent, collateral agent and swingline lender (the “Existing Agent”);


 


WHEREAS, the Parent,
pursuant to an Agreement and Plan of Merger, dated as of September 7, 2016 (together with all exhibits, annexes and schedules thereto,
as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and
among the Parent, Seattle Holdings, Inc., a newly formed Delaware corporation and wholly-owned, direct or indirect subsidiary of
the Parent (“Seattle Holdings”), Seattle MergerSub, Inc., a newly formed Delaware corporation and wholly-owned,
direct or indirect subsidiary of Seattle Holdings (“Merger Sub”), Hewlett Packard Enterprise Company, a Delaware
corporation (“Houston”), and Seattle SpinCo, Inc., a Delaware corporation (the “Company”),
intends to acquire indirectly through Seattle Holdings (the “Seattle Acquisition”) 100% of the outstanding Equity
Interests of the Company and its subsidiaries;


 


WHEREAS, to effect
the Seattle Acquisition, the parties to the Merger Agreement will consummate the transactions contemplated by the Merger Agreement
and pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the
Company continuing as the surviving entity, and all shares of the Company will be converted into American Depositary Shares representing
ordinary shares of the Parent in accordance with the terms of the Merger Agreement;


 


WHEREAS, prior
to the consummation of the Seattle Acquisition and Merger, the Borrower has requested the Lenders and the Issuing Banks to extend
credit to the Borrower in the form of (a) Tranche B-2 Term Loans denominated in Dollars in an aggregate principal amount not
in excess of the amount set forth on Schedule 1.01, (b) Tranche B-3 Term Loans denominated in Dollars in an aggregate
principal amount not in excess of the amount set forth on Schedule 1.01, (c) Euro Tranche Term Loans denominated in Euros
in an aggregate principal amount not in excess of the amount set forth on Schedule 1.01 and (d)  Revolving Loans,
Letters of Credit and Swingline Loans, in an aggregate principal amount not in excess of the Dollar Equivalent of $500,000,000,
in each case the proceeds of which shall be utilized as set forth below and in Section 5.10; and


 





 






	 	1	NTD: To be the date that is one Business Day prior to the Acquisition Closing Date.










    	 



    	 



    


 


WHEREAS, proceeds
received by the Borrower, together with cash on hand, will be used (a) to fund a loan by the Borrower to Holdco (the “Borrower
Intercompany Loan”), a portion of which may be used by Holdco, directly or indirectly, to make payment in connection
with the “Return of Value” (as defined in Schedule 7.1(b) to the Merger Agreement) not in excess of the Dollar Equivalent
of $500,000,000 (the “Return of Value Payment”) prior to the consummation of the Merger, (b) to finance certain
Transaction Costs and (c) to provide cash to the Parent and its Restricted Subsidiaries for working capital and general corporate
purposes.


 


NOW THEREFORE,
in consideration of the premises, provisions, covenants and mutual agreements contained herein and other good and valuable consideration,
the sufficiency and receipt of which are hereby acknowledged, the Lenders and Issuing Banks are willing to extend such credit to
the Borrower on the terms and express conditions set forth herein, and accordingly the parties hereto agree as follows.


 


Article
I

Definitions


 


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


 


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


 


“Accounting
Change” has the meaning assigned to such term in Section 1.04.


 


“Acquisition”
means any acquisition by the Parent or any Restricted Subsidiary, whether by purchase, merger, consolidation, contribution or otherwise,
of (w) at least a majority of the assets or property and/or liabilities (or any other substantial part for which financial statements
or other financial information is available), or a business line, product line, unit or division of, any other Person, (x) Equity
Interests of any other Person such that such other Person becomes a Restricted Subsidiary and (y) additional Equity Interests of
any Restricted Subsidiary not then held by the Parent or any Restricted Subsidiary.


 


“Acquisition
Closing Date” means the date of the consummation of the Merger.


 






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“Additional
Debt” means subordinated or senior debt (including, as applicable, Registered Equivalent Notes), which may be unsecured,
have the same lien priority as the Obligations or be secured by a Lien ranking junior to the Lien securing the Obligations, in
each case issued or incurred by the Parent or any of its Restricted Subsidiaries after the Effective Date that (i) has a final
maturity date that is on or after the Latest Maturity Date with respect to the Initial Term Loans and has a Weighted Average Life
to Maturity equal to or longer than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect
to amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Term Loans); provided
that this clause (i) shall not restrict the issuance or incurrence by the Parent or any of its Restricted Subsidiaries after the
Effective Date of up to $1,700,000,000 aggregate principal amount of Additional Debt, Additional Term Notes, Unrestricted Additional
Term Notes, Incremental Term Loans, Seattle Additional Debt, Seattle Additional Term Notes, Seattle Unrestricted Additional Term
Notes and Seattle Incremental Term Loans having (x) a final maturity date that is prior to the Latest Maturity Date with respect
to the Initial Term Loans so long as such final maturity date is at least five years from the date of such issuance or incurrence
and (y) a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans
(without giving effect to amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable
Term Loans) so long as such debt does not require annual amortization or similar regularly scheduled prepayments in excess of 10%
of the original amount of such debt at issuance or incurrence in any year and (ii) to the extent subordinated in right of payment
to the Initial Term Loans, does not require any scheduled payment of principal (including pursuant to a sinking fund obligation)
or mandatory redemption or redemption at the option of the holders thereof (except for customary redemptions in respect of asset
sales, changes in control or similar events and AHYDO Catch-Up Payments) prior to the date that is 91 days after the Latest Maturity
Date in respect of the Initial Term Loans in effect as of the time such Additional Debt is incurred and (iii) if a Loan Party is
a borrower or a guarantor with respect to such Indebtedness the obligation in respect thereof shall not be secured by Liens on
the assets of such Loan Party other than assets constituting Collateral.


 


“Additional
Lender” has the meaning assigned to such term in Section 2.20(d).


 


“Additional
Mortgaged Property” has the meaning set forth in Section 5.11(f).


 


“Additional
Refinancing Lender” has the meaning assigned to such term in Section 2.21.


 






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“Additional
Term Notes” means first priority senior secured notes and/or junior Lien secured notes and/or unsecured notes, in each
case issued pursuant to an indenture, note purchase agreement or other agreement and in lieu of the incurrence of a portion of
the Incremental Term Facility; provided that (a) such Additional Term Notes rank pari passu or junior in right of payment
and (if secured) of security with the Initial Term Loans hereunder, (b) the Additional Term Notes have a final maturity date
that is on or after the then existing Latest Maturity Date with respect to the Initial Term Loans and have a Weighted Average Life
to Maturity equal to or longer than the remaining Weighted Average Life to Maturity of the then existing Initial Term Loans (without
giving effect to amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable
Term Loans); provided that this clause (b) shall not restrict the issuance or incurrence by the Parent or any of its Restricted
Subsidiaries after the Effective Date of up to $1,700,000,000 aggregate principal amount of Additional Debt, Additional Term Notes,
Unrestricted Additional Term Notes, Incremental Term Loans, Seattle Additional Debt, Seattle Additional Term Notes, Seattle Unrestricted
Additional Term Notes and Seattle Incremental Term Loans having (x) a final maturity date that is prior to the Latest Maturity
Date with respect to the Initial Term Loans so long as such final maturity date is at least five years from the date of such issuance
or incurrence and (y) a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Initial
Term Loans (without giving effect to amortization for periods where amortization has been eliminated as a result of a prepayment
of the applicable Term Loans) so long as such debt does not require annual amortization or similar regularly scheduled prepayments
in excess of 10% of the original amount of such debt at issuance or incurrence in any year, (c) the covenants and events of
default and other terms of which (other than maturity, fees, discounts, interest rate, redemption terms and redemption premiums,
which shall be determined in good faith by the Borrower) shall be on market terms at the time of issuance (as determined in good
faith by the Borrower) of the Additional Term Notes; provided that the Additional Term Notes shall not have the benefit
of any financial maintenance covenant unless (x) the Initial Term Loans have the benefit of such financial maintenance covenant
on the same terms or (y) the Initial Term Loans have in the future been provided with the benefit of a financial maintenance covenant,
in which case such Additional Term Notes issued after such future date may be provided with the benefit of the same financial maintenance
covenant on the same or less favorable terms, (d) the obligations in respect thereof shall not be secured by Liens on the
assets of the Parent and its Restricted Subsidiaries, other than assets constituting Collateral, (e) no Restricted Subsidiary
is a borrower or a guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have
previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, (f) (x) if such Additional Term
Notes are secured on a pari passu basis with the Obligations, the Senior Representative for such Additional Term
Notes shall enter into the Pari Passu Intercreditor Agreement or other customary intercreditor agreement and (y) if such Additional
Term Notes are secured on a junior basis to the Obligations, the Senior Representative for such Additional Term Notes shall enter
into a Second Lien Intercreditor Agreement or other customary intercreditor agreement, in each case with the Administrative Agent’s
and/or Collateral Agent substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together
with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in
each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood
that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may
be secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations)
and (g) immediately after giving effect to the incurrence of such Additional Term Notes (or, at the option of the Borrower, (i) in
the case of any commitment in respect of Additional Term Notes established and not issued or purchased at such time, at the time
of issuance and purchase of such Additional Term Notes and not at the time of the commitment and/or (ii) at the time of consummation
of any acquisition or investment contemplated pursuant to an agreement in connection therewith) (assuming, solely for purposes
of this definition at the time of incurrence and not for any other provision hereunder, that (I) all Additional Term Notes and
all Incremental Facilities, in each case established on or prior to such time are secured on a first Lien basis, whether or not
so secured and (II) the proceeds of such Additional Term Notes are not included as unrestricted cash and Cash Equivalents in clause
(i) of the definition of “First Lien Leverage Ratio”; provided that, to the extent the proceeds of such
Additional Term Notes are to be used to prepay Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may
be given pro forma effect), on a Pro Forma Basis after giving effect to any acquisition or investment consummated or contemplated
pursuant to an agreement in connection herewith, the First Lien Leverage Ratio shall not be greater than 3.50:1.00 as of the Applicable
Date of Determination (but without giving effect to any Unrestricted Incremental First Lien Indebtedness, Unrestricted Additional
Term Notes, Unrestricted Additional Debt, Seattle Unrestricted Incremental First Lien Indebtedness, Seattle Unrestricted Additional
Term Notes or Seattle Unrestricted Additional Debt established and/or incurred at such time, it being understood and agreed that
amounts incurred concurrently with the incurrence of Unrestricted Incremental First Lien Indebtedness or Unrestricted Additional
Term Notes shall be permitted to exceed 3.50:1.00).


 






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“Adjusted Eurocurrency
Rate” means for any Interest Period with respect to a Eurocurrency Borrowing, a rate per annum determined by the
Administrative Agent pursuant to the following formula:


 


	Adjusted Eurocurrency Rate  =	
        Eurocurrency
Rate 

        1.00 –
Eurocurrency Reserve Percentage 



 


“Administrative
Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, and
its successors in such capacity as provided in Article VIII.


 


“Administrative
Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule
9.01, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.


 


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


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified. Notwithstanding the foregoing, in relation to The Royal
Bank of Scotland plc, the term “Affiliate” shall not include (i) the UK government or any member or instrumentality
thereof, including Her Majesty’s Treasury of the United Kingdom and UK Financial Investments Limited (or any directors, officers,
employees or entities thereof) or (ii) any persons or entities controlled by or under common control with the UK government or
any member or instrumentality thereof (including Her Majesty’s Treasury of the United Kingdom and UK Financial Investments
Limited) and which are not part of The Royal Bank of Scotland Group plc and its subsidiaries or subsidiary undertakings.


 


“Agent”
means any of the Administrative Agent, the Collateral Agent, the Co-Syndication Agents or the Co-Documentation Agents.


 


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


 


“Agreement Currency”
has the meaning assigned to such term in Section 9.17.


 


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


 


“ALTA”
means the American Land Title Association.


 






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“Alternate
Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on
such day and (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%. If the Administrative Agent shall
have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds
Effective Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in
accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b)
of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective
date of such change in the Prime Rate or the Federal Funds Effective Rate respectively.


 


“Alternative
Currency” means (a) with respect to Letters of Credit, Euros, Sterling and any other currency that may be agreed with
the relevant Issuing Bank for issuing Letters of Credit in Alternative Currencies, (b) with respect to any Revolving Loans, Euros,
Sterling and any other currency other than Dollars that may be agreed with all of the Revolving Lenders and the Administrative
Agent and (c) with respect to any Incremental Term Loans and Incremental Revolving Commitments (and Incremental Revolving Loans
made pursuant thereto), any currency that may be agreed among the Borrower and all of the applicable Lenders providing such Incremental
Term Loans and/or Incremental Revolving Commitments.


 


“Amendment No.
3” means that certain Consent, Waiver and Amendment No. 3 to Credit Agreement, dated as of April 28, 2017, by and among
Parent, Holdco, the Borrower, the other Loan Parties party thereto, the Administrative Agent, the Issuing Bank, the Swingline Lender
and the Lenders party thereto.


 


“Anti-Corruption
Laws” means The United States Foreign Corrupt Practices Act of 1977, the Bribery Act 2010 of the United Kingdom and any
similar laws, rules or regulations issued, administered or enforced by any Governmental Authority having jurisdiction over Parent
or any of its Subsidiaries.


 


“Applicable
Acquisition Consummation Deadline” has the meaning assigned to such term in Section 2.11(k).


 


“Applicable
Date of Determination” means the last day of the most recently ended fiscal quarter for which financial statements are
available pursuant to Section 5.01(a) or (b), as applicable, or, if such date occurs prior to the date on which financial
statements are available pursuant to Section 5.01(a) or (b), as applicable, the last day of the most recently ended
fiscal quarter for which financial statements were delivered under Section 9 of Amendment No. 3.


 


“Applicable
Margin” means for any day a percentage per annum equal to (I) with respect to:


 


(a) any Tranche B-2
Term Loan that is a Eurocurrency Loan or an ABR Loan, the applicable rate per annum set forth below under the caption “Tranche
B-2 Term Loan Eurocurrency Spread” or “Tranche B-2 Term Loan ABR Spread” as the case may be, based upon the First
Lien Leverage Ratio as of most recent determination date;


 


(b) any Tranche B-3
Term Loan that is a Eurocurrency Loan or an ABR Loan, the applicable rate per annum set forth below under the caption “Tranche
B-3 Term Loan Eurocurrency Spread” or “Tranche B-3 Term Loan ABR Spread” as the case may be, based upon the First
Lien Leverage Ratio as of most recent determination date;


 






    	6



    	 



    

(c) any Euro Tranche
Term Loan, the applicable rate per annum set forth below under the caption “Euro Tranche Term Loan Eurocurrency Spread”,
based upon the First Lien Leverage Ratio as of most recent determination date;


 


(d) any Revolving
Loan that is a Eurocurrency Loan or an ABR Loan, the applicable rate per annum set forth below under the caption “Revolving
Loan Eurocurrency Spread” or “Revolving Loan ABR Spread” as the case may be, based upon the First Lien Leverage
Ratio as of most recent determination date; and


 


(e) any Swingline
Loan, the Applicable Margin then applicable to a Revolving Loan that is an ABR Loan pursuant to clause (b) above; and


 


(II) with respect
to Incremental Facilities, Other Term Loans, Other Revolving Loans, Other Revolving Commitments, Extended Term Loans, Extended
Revolving Loans, Extended Revolving Commitments or Replacement Term Loans, the rate per annum specified in the amendment establishing
such Incremental Facilities, Other Term Loans, Other Revolving Loans, Other Revolving Commitments, Extended Term Loans, Extended
Revolving Loans, Extended Revolving Commitments or Replacement Term Loans.


 


	First Lien 

Leverage Ratio:	Tranche B-2 Term Loan ABR Spread	Tranche B-2 Term Loan Eurocurrency Spread	Tranche B-3 Term Loan ABR Spread	Tranche B-3 Term Loan Eurocurrency Spread	Euro Tranche Term Loan Eurocurrency Spread	Revolving Loan 

ABR Spread	Revolving Loan Eurocurrency Spread
	Category 1

Greater than 3.00 to 1.00	1.50%	2.50%	1.75%	2.75%	3.00%	2.50%	3.50%
	Category 2

Less than or equal to 3.00 to 1.00	1.25%	2.25%	1.50%	2.50%	2.75%	2.25%	3.25%


 


Until a Compliance Certificate
for the fiscal quarter ending April 30, 2018 is delivered, the Applicable Margin for the Initial Term Loans shall be set at the
margin in the row styled “Category 1.” For purposes of the foregoing, (a) the First Lien Leverage Ratio shall be determined
on a Pro Forma Basis as of the end of each fiscal quarter of the Parent following delivery of financial statements and related
the Compliance Certificate for such fiscal quarter and (b) each change in the Applicable Margin resulting from a change in the
First Lien Leverage Ratio shall be effective during the period commencing on and including the Business Day following the date
of delivery to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b) of the consolidated financial statements and
related Compliance Certificate indicating such change and ending on the date immediately preceding the effective date of the next
such change. Notwithstanding the foregoing, the Applicable Margin, at the option of the Required Lenders (in the case of the Initial
Term Loans) or the Required Revolving Lenders (in the case of the Revolving Loans), commencing upon written notice to the Borrower,
shall be based on the rates per annum set forth in Category 1 if the Borrower fails to deliver the consolidated financial
statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) or any Compliance Certificate required to be delivered
pursuant hereto, in each case within the time periods specified herein for such delivery, until the delivery thereof.


 






    	7



    	 



    

In the event that a Compliance
Certificate is shown to be inaccurate at any time and such inaccuracy, if corrected, would have led to a higher Applicable Margin
for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then
(i) the Borrower shall, upon obtaining knowledge promptly deliver to the Administrative Agent a correct Compliance Certificate
for such Applicable Period, (ii) the Applicable Margin shall be determined by reference to the corrected Compliance Certificate
for such Applicable Period, and (iii) the Borrower shall pay to the Administrative Agent no later than five (5) Business Days after
written demand any additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which
payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof. Notwithstanding anything to
the contrary in this Agreement, any additional interest hereunder shall not be due and payable until written demand is made for
such payment pursuant to this paragraph and accordingly, any nonpayment of such interest as a result of any such inaccuracy shall
not constitute a Default or Event of Default (whether retroactively or otherwise), and no such amounts shall be deemed overdue
(and no amounts shall accrue interest at the Default Rate), at any time prior to the date that is five (5) Business Days following
such written demand. This paragraph shall not limit the rights of the Administrative Agent and the Lenders hereunder.


 


“Applicable
Percentage” means at any time with respect to any Revolving Lender with a Revolving Commitment of any Class, the percentage
of the aggregate Revolving Commitments of such Class outstanding at such time represented by such Lender’s Revolving Commitment
with respect to such Class at such time. If the Revolving Commitments of such Class have terminated or expired, the Applicable
Percentage shall be determined based upon the Revolving Commitments of such Class most recently in effect, giving effect to any
assignments of such Class of Revolving Loans, LC Exposures and Swingline Exposures that occur after such termination or expiration.


 


“Applicable
Time” means, with respect to any payments in any Alternative Currency, the local time in the place of settlement for
such Alternative Currency as may be determined by the applicable Issuing Bank to be necessary for timely settlement on the relevant
date in accordance with normal banking procedures in the place of payment.


 


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


 


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


 


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


 


“Asset Sale
Prepayment Trigger” has the meaning assigned to such term in Section 2.11(c).


 






    	8



    	 



    

“Assignment
and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent
of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent pursuant to the terms
hereof, substantially in the form of Exhibit G or any other form or changes thereto approved by the Administrative
Agent and the Borrower. “Auction” has the meaning assigned to such term in the definition of “Dutch Auction.”


 


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


 


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


 


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


 


“Auction Party”
or “Auction Parties” has the meaning assigned to such term in the definition of “Dutch Auction”
or as specified in Section 2.11(i), as the context may require.


 


“Auto-Renewal
Letter of Credit” has the meaning specified in Section 2.05(c).


 


“Available
Amount” means, on any date of determination (the “Reference Date”),
an amount determined on a cumulative basis equal to the sum of (without duplication):


 


(a)$100,000,000;
plus


 


(b)an
amount (which shall not be less than zero) equal to 50% of Consolidated Net Income for the period (taken as one accounting period)
from the first day of the fiscal quarter of the Borrower during which the Closing Date occurred to and including the last day of
the most recently ended fiscal quarter of the Borrower prior to the Reference Date for which consolidated financial statements
of the Borrower have been delivered; plus


 


(c)the
cumulative amount of (A) any capital contributions made in cash by any Person other than a Restricted Subsidiary to the Parent
after the Closing Date (other than any Cure Amount) and (B) any Net Proceeds of any issuance of Qualified Equity Interests of the
Parent (other than any Cure Amount) to any Person other than a Restricted Subsidiary after the Closing Date; plus


 


(d)100%
of the aggregate net cash proceeds (other than any Cure Amount) and the fair market value (as determined in good faith by the Borrower)
of marketable securities or other property contributed to the Qualified Equity Interests of the Parent after the Closing Date by
any Person other than a Restricted Subsidiary; plus


 


(e)to
the extent not otherwise included in clause (b) above, (i) the aggregate amount received by the Parent or any Restricted
Subsidiary after the Closing Date from cash (or Cash Equivalents) dividends and distributions made by any Unrestricted Subsidiary
or any Joint Venture, and returns of principal, cash repayments and similar payments made by any Unrestricted Subsidiary or Joint
Venture in respect of Investments made by the Parent or any Restricted Subsidiary to any Unrestricted Subsidiary or Joint Venture
pursuant to Section 6.04(z), and (ii) the Net Proceeds in connection with the sale, transfer or other disposition of
assets or the Equity Interests of any Unrestricted Subsidiary or Joint Venture of the Parent to any Person other than the Parent
or a Restricted Subsidiary after the Closing Date, in each case, to the extent not already reflected as a Return with respect to
such Investment credited to any basket amount under Section 6.04; plus


 






    	9



    	 



    

(f)in
the event that the Parent redesignates any Unrestricted Subsidiary as a Restricted Subsidiary after the Closing Date (which, for
purposes hereof, shall be deemed to also include (A) the merger, consolidation, liquidation or similar amalgamation of any Unrestricted
Subsidiary into the Parent or any Restricted Subsidiary, so long as the Parent or such Restricted Subsidiary is the surviving Person,
and (B) the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Parent or any Restricted Subsidiary),
the fair market value (as determined in good faith by the Parent) of the Investment in such Unrestricted Subsidiary at the time
of such redesignation; plus


 


(g)the
aggregate amount of Retained Declined Proceeds and Retained Asset Sale Proceeds retained by the Parent or any of its Restricted
Subsidiaries; plus


 


(h)the
fair market value of all Qualified Equity Interests of the Parent issued upon conversion or exchange of Indebtedness or Disqualified
Equity Interests of the Parent or any of its Restricted Subsidiaries after the Closing Date; plus


 


(i)to
the extent not otherwise included, the aggregate amount of cash Returns (or proceeds of sales) to the Parent or any Restricted
Subsidiary in respect of Investments made pursuant to Section 6.04(z) or (dd); minus


 


(j)the
aggregate amount of (i) Restricted Payments made using the Available Amount pursuant to Section 6.08(a)(xx), (ii) Investments
made using the Available Amount pursuant to Section 6.04(z) and (iii) prepayments, redemptions, acquisitions, retirements,
cancellations, terminations and repurchases of Indebtedness made using the Available Amount pursuant to Section 6.08(b)(vi)(B),
in each case during the period from and including the Business Day immediately following the Closing Date through and including
the Reference Date (without taking account of the intended usage of the Available Amount on such Reference Date).


 


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


 


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


 


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


 






    	10



    	 



    

“Beneficial
Owner” means, in the case of a Lender that is classified as a partnership for U.S. federal income tax purposes,
the direct or indirect partner or owner of such Lender that is treated, for U.S. federal income tax purposes, as the beneficial
owner of a payment by any Loan Party under any Loan Document.


 


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


 


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


 


“Borrower Intercompany
Loan” has the meaning assigned to such term in the recitals to this Agreement.


 


“Borrower Materials”
has the meaning assigned to such term in Section 5.01.


 


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


 


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


 


“Business
Day” means (a) for all purposes other than as covered by clauses (b), (c) and (d) below,
any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or London are authorized or required
by law to remain closed, (b) if such day relates to any fundings, disbursements, settlements or payments in connection with a Loan
or Letter of Credit denominated in Dollars, any day described in clause (a) that is also a day for trading by and between
banks in Dollar deposits in the London interbank currency markets and not a legal holiday in the principal financial markets or
a day in which banking institutions are required to be closed in the home country of any relevant Alternative Currency (other than
Sterling and Euros), (c) if such day relates to any fundings, disbursements, settlements or payments in connection with a
Loan or Letter of Credit denominated in Euros, any day described in clauses (a) and (b) that is also a day on which
the Trans-European Automated Real Time Gross Settlement Express Transfer (TARGET) payment system is open for the settlement of
payment in Euros, and (d) if such day relates to any fundings, disbursements, settlements or payments in connection with a Loan
or Letter of Credit denominated in a currency other than Dollars or Euros, means any such day on which banks are open for foreign
exchange business in the principal financial center of the country of such currency.


 






    	11



    	 



    

“Capital
Expenditures” means, for any period, the additions to property, plant and equipment of the Parent and its Restricted
Subsidiaries that are (or should be) set forth in a consolidated statement of cash flows of the Parent and its Restricted Subsidiaries
for such period prepared in accordance with IFRS, but excluding in each case any such expenditure (i) made to restore, replace,
rebuild, develop, maintain, improve or upgrade property, to the extent such expenditure is made with, or subsequently reimbursed
out of, insurance proceeds, indemnity payments, condemnation or similar awards (or payments in lieu thereof) or damage recovery
proceeds or other settlements relating to any damage, loss, destruction or condemnation of such property, (ii) constituting reinvestment
of the Net Proceeds of any event described in clause (a) or (b) of the definition of the term “Prepayment Event,”
(iii) made by the Parent or any Restricted Subsidiary as payment of the consideration for any Acquisition (including any property,
plant and equipment obtained as a part thereof), (iv) made by the Parent or any Restricted Subsidiary to effect leasehold
improvements to any property leased by the Parent or such Restricted Subsidiary as lessee, to the extent that such expenses have
been reimbursed by the landlord, (v) actually paid for by a third party (excluding the Parent or any Restricted Subsidiary) and
for which none of the Parent or any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly,
any consideration or monetary obligation to such third party or any other Person (whether before, during or after such period),
(vi) constituting Capitalized Software Expenditures or research and development expenditures that are treated as additions
to property, plant and equipment or other capital expenditures in accordance with IFRS, (vii) made with the Net Proceeds from any
issuance of Qualified Equity Interests of the Parent, and (viii) the purchase price of equipment that is purchased simultaneously
with the trade in or sale of existing equipment.


 


“Capital Lease
Obligations” of any Person means, subject to Section 1.04, 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 capital or finance leases on a statement of financial position
of such Person under IFRS and the amount of such obligations shall be the capitalized amount thereof determined in accordance with
IFRS.


 


“Capitalized
Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued
as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of purchased software or internally developed
software and software enhancements that, in conformity with IFRS, are or are required to be reflected as capitalized costs on the
consolidated statement of financial position of a Person and its Restricted Subsidiaries.


 


“Captive Insurance
Subsidiaries” means, collectively or individually as of any date of determination, those regulated Subsidiaries of the
Parent primarily engaged in the business of providing insurance and insurance related services to the Parent, its other Subsidiaries
and certain other Persons.


 


“Cash Collateralize”
means to deposit, or designate funds previously deposited, in a deposit account subject to control of the Administrative Agent
or Collateral Agent, solely for the benefit of the Issuing Bank or Lenders, as collateral for Letters of Credit or obligations
of Lenders to fund participations in respect of Letters of Credit, cash or deposit account balances in an aggregate amount equal
to 100% (or, in the case where the obligation to Cash Collateralize arises from a voluntary termination of Revolving Commitments,
103%) of the maximum amount available to be drawn under such Letters of Credit or, if the Issuing Bank shall agree in its sole
discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Issuing
Bank. “Cash Collateral” shall have a meaning correlative to the foregoing.


 






    	12



    	 



    

“Cash Equivalents”
means:


 


(a)(i) Dollars, Euro,
Sterling, or any national currency of any member state of the European Union; or (ii) any other foreign currency held by the
Parent or any of its Restricted Subsidiaries in the ordinary course of business;


 


(b)securities issued
or directly and fully Guaranteed or insured by the United States or Canada or any entity comprising the United Kingdom governments,
a member state of the European Union or, in each case, any agency or instrumentality of thereof (provided that the full
faith and credit of such country or such member state is pledged in support thereof), having maturities of not more than two years
from the date of acquisition;


 


(c)certificates of
deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not
more than one year from the date of acquisition thereof issued by (x) any Lender or affiliate thereof or (y) by any bank
or trust company (i) whose commercial paper is rated at least “A-2” or the equivalent thereof by S&P or at
least “P-2” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable ratings, then
a comparable rating of another Nationally Recognized Statistical Rating Organization) or (ii) (in the event that the bank
or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $100 million;


 


(d)repurchase obligations
for underlying securities of the types described in clauses (b) and (c) entered into with any Person referenced
in clause (c) above;


 


(e)securities with
maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any Person referenced
in clause (c);


 


(f)commercial paper
rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” or
the equivalent thereof by Moody’s or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization,
if both of the two named rating agencies cease publishing ratings of investments or, if no rating is available in respect of the
commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within
one year after the date of acquisition thereof;


 


(g)readily marketable
direct obligations issued by any state, commonwealth or territory of the United States of America, any province or territory of
Canada, any entity comprising the United Kingdom, any member of the European Union, any other foreign government or any political
subdivision or taxing authority thereof, in each case, having one of the two highest rating categories obtainable from either Moody’s
or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized
Statistical Rating Organization) with maturities of not more than two years from the date of acquisition;


 


(h)Indebtedness or
preferred stock issued by Persons with a rating of “BBB-” or higher from S&P or “Baa3” or higher from
Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized
Statistical Rating Organization) with maturities of 12 months or less from the date of acquisition;


 






    	13



    	 



    

(i)bills of exchange
issued in the United States, Canada, any entity comprising the United Kingdom, a member state of the European Union or Japan eligible
for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);


 


(j)interests in any
investment company, money market or enhanced high yield fund which invests at least 90% of its assets in instruments of the type
specified in clauses (a) through (i) above;


 


(k)instruments and
investments of the type and maturity described in clause (a) through (j) denominated in any foreign currency or of
foreign obligors, which investments or obligors are, in the reasonable judgment of the Borrower, comparable in investment quality
to those referred to above;


 


(l)the marketable
securities portfolio owned by the Parent and its Subsidiaries on the Effective Date; and


 


(m)solely with respect
to any Restricted Subsidiary that is a Foreign Subsidiary, investments of comparable tenor and credit quality to those described
in the foregoing clauses (b) through (l) customarily utilized in countries in which such Foreign Subsidiary operates
for short term cash management purposes.


 


Notwithstanding the foregoing,
Cash Equivalents shall include amounts denominated in currencies other than set forth in clause (a) above; provided
that such amounts are converted into currencies listed in clause (a) within ten Business Days following the receipt of such
amounts.


 


“Cash
Management Agreement” means any agreement to provide Cash Management Services.


 


“Cash
Management Obligations” means, as to any Person, any and all obligations of such Person, whether absolute or contingent
and however and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor), under any Cash Management Agreement.


 


“Cash Management
Services” means any one or more of the following types of services or facilities, including without limitation (a) Automated
Clearing House (ACH) transactions, (b) cash management services, including controlled disbursement services, treasury, depository,
overdraft, credit or debit card, stored value card, electronic funds transfer services, and (c) foreign exchange facilities or
other cash management arrangements in the ordinary course of business. For the avoidance of doubt, Cash Management Services do
not include Swap Agreements.


 


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


 






    	14



    	 



    

“CFC
Holding Company” means any Domestic Subsidiary that owns no material assets other than cash and cash equivalents
and equity interests in and/or debt of one or more (a) Foreign Subsidiaries that are CFCs or (b) other Domestic Subsidiaries that
own no material assets other than cash and cash equivalents and equity interests in and/or debt of one or more Foreign Subsidiaries
that are CFCs.


 


“Change in Control”
means the occurrence of any of the following events after the Effective Date: (a) any “person” or “group”
(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), but excluding any employee benefit plan of such Person
and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any employee benefit plan of such
person, shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act),
directly or indirectly, of more than 50% of the outstanding voting securities having ordinary voting power for the election of
directors of the Parent; or (b) the Parent shall cease to own, directly or indirectly through wholly owned Subsidiaries, of
record and beneficially, 100% of each class of outstanding Equity Interests of the Borrower.


 


“Change
in Law” means (a) the adoption of any law, rule, treaty or regulation after the Closing Date (or, solely with
respect to the Lenders with respect to the Tranche B-3 Term Loans and Euro Tranche Term Loans, the Escrow Funding Date), (b) any
change in any law, rule, treaty or regulation or in the interpretation or application thereof by any Governmental Authority after
the Closing Date (or, solely with respect to the Lenders with respect to the Tranche B-3 Term Loans and Euro Tranche Term Loans,
the Escrow Funding Date) or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any
lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing
Date (or, solely with respect to the Lenders with respect to the Tranche B-3 Term Loans and Euro Tranche Term Loans, the Escrow
Funding Date); provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y)
all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant
to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted or issued.


 


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


 


“Class,”
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Tranche B-2 Term Loans, Tranche B-3 Term Loans, Euro Tranche Term Loans, Incremental Term Loans, Incremental Revolving Loans,
Other Term Loans, Other Revolving Loans, Extended Term Loans, Extended Revolving Loans, Replacement Term Loans or Swingline Loans;
when used in reference to any Commitment, refers to whether such Commitment is a Tranche B-2 Term Commitment, Tranche B-3 Term
Commitment, Euro Tranche Term Commitment, Revolving Commitment, Incremental Term Commitment, Incremental Revolving Commitment,
Extended Revolving Commitments, Other Term Commitment and Other Revolving Commitment; and when used in reference to any Lender,
refers to whether such Lender has a Loan or Commitment with respect to a particular Class. Incremental Term Loans, Extended Term
Loans, Other Term Loans and Replacement Term Loans (together with the respective Commitments in respect thereof) shall, at the
election of the Borrower, be construed to be in different Classes. Incremental Revolving Loans, Extended Revolving Loans and Other
Revolving Loans (together with the respective Commitments in respect thereof) shall, at the election of the Borrower, be construed
to be in different Classes.


 






    	15



    	 



    

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


 


“Closing Date”
means the date on which the conditions precedent set forth in Section 8 of Amendment No. 3 shall have been satisfied or waived.


 


“Co-Documentation
Agents” means JPMorgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated or any successor co-documentation
agents.


 


“Co-Syndication
Agents” means HSBC Securities (USA) Inc., Barclays Bank plc and The Royal Bank of Scotland plc or any successor co-syndication
agents.


 


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


 


“Collateral”
means any and all “Collateral” or “Secured Assets” (or any other
term of similar meaning), as defined in any applicable Security Document, and any and all property of whatever kind or nature subject
to or purported to be subject to a Lien under any Security Document, but shall in all events exclude all Excluded Property.


 


“Collateral
Agent” means JPMorgan Chase Bank, N.A., in its capacity as collateral agent (including, if applicable, in the
case of any UK Security Documents, as trustee of the Liens constituted thereby) for the Secured Parties, and its successors in
such capacity as provided in Article VIII.


 


“Commitment”
means (a) with respect to any Person, such Person’s Tranche B-2 Term Commitment, Tranche B-3 Term Commitment, Euro Tranche
Term Commitment, Revolving Commitment, Incremental Term Commitment, Incremental Revolving Commitment, Other Term Commitment, Extended
Revolving Commitment or Other Revolving Commitment or any combination thereof (as the context requires) and (b) with respect to
the Swingline Lender, its Swingline Commitment.


 


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


 


“Communications”
has the meaning assigned to such term in Section 9.15.


 


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


 


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


 






    	16



    	 



    

“Consolidated
Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation
and amortization expense, including amortization or write-off of (i) intangible assets and non-cash organization costs, (ii) deferred
financing fees or costs and (iii) Capitalized Software Expenditures or costs, capitalized expenditures, customer acquisition costs
and incentive payments, conversion costs and contract acquisition costs, the amortization of original issue discount resulting
from the issuance of Indebtedness at less than par and amortization of favorable or unfavorable lease assets or liabilities, of
such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with
IFRS and any write down of assets or asset value carried on the statement of financial position.


 


“Consolidated
EBITDA” for any period means the Consolidated Net Income for such period:


 





		(1)	increased (without duplication)
by:



  


		(a)	provision for taxes based on income or profits or capital, including, without limitation, federal,
state, provincial, local, foreign, unitary, excise, property, franchise and similar taxes and foreign withholding and similar taxes
(including any penalties and interest) of such Person paid or accrued during such period to the extent the same were deducted (and
not added back) in computing Consolidated Net Income; plus



 


		(b)	Consolidated Interest Expense of such Person for such period (including (x) net losses on Swap
Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety
bonds in connection with financing activities), to the extent the same were deducted (and not added back) in calculating such Consolidated
Net Income; plus



 


		(c)	Consolidated Depreciation and Amortization Expense of such Person for such period to the extent
the same were deducted (and not added back) in computing Consolidated Net Income; plus



 


		(d)	(x) Transaction Costs and (y) any fees, costs, expenses or charges (other than Consolidated
Depreciation and Amortization Expense) related to any actual, proposed or contemplated issuance or registration (actual or proposed)
of Equity Interests, any one time expense relating to enhanced accounting functions or other transaction costs or any Investment,
acquisition, disposition, recapitalization, Restricted Payment or the incurrence or registration (actual or proposed) of Indebtedness
(including a refinancing thereof) (in each case, whether or not consummated or successful), including (i) such fees, expenses
or charges related to any Loans, the offering of Additional Debt, Additional Term Notes, Refinancing Notes, Term Loan Exchange
Notes or any Permitted Refinancing and this Agreement and any Securitization Fees and such fees, expenses or charges related to
any Loans, the offering of Additional Debt, Additional Term Notes, Refinancing Notes, Term Loan Exchange Notes or any Permitted
Refinancing, in each case, as defined in the Seattle Credit Agreement, and (ii) any amendment, waiver or other modification
of Loans, Additional Debt, Additional Term Notes, Refinancing Notes, Term Loan Exchange Notes and Loans, Additional Debt, Additional
Term Notes, Refinancing Notes, Term Loan Exchange Notes, in each case, as defined in the Seattle Credit Agreement. Receivables
Facilities, Securitization Facilities, or any Permitted Refinancing, any Loan Document, any Seattle Loan Document, any Securitization
Fees, any other Indebtedness or any Equity Interests, in each case, whether or not consummated, deducted (and not added back) in
computing Consolidated Net Income; plus







    	17



    	 



    

 


		(e)	the amount of any restructuring charge, reserve, integration cost or other business optimization
expense or cost (including charges directly related to implementation of cost-savings initiatives), that is deducted (and not added
back) in such period in computing Consolidated Net Income including, without limitation, those related to severance, retention,
signing bonuses, relocation, recruiting and other employee related costs, future lease commitments and costs related to the opening
and closure and/or consolidation of facilities; plus



 


		(f)	any non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for
such period including any share based compensation charge and any impairment charges or the impact of purchase accounting, or other
items classified by the Parent as special items; plus



 


		(g)	[Reserved];



 


		(h)	(i) the amount of cost savings, operating expense reductions, other operating improvements and
initiatives and synergies projected by the Borrower in good faith to be reasonably anticipated to be realizable or a plan for realization
shall have been established within eighteen (18) months of the date thereof (which will be added to Consolidated EBITDA as so projected
until fully realized and calculated on a pro forma basis as though such cost savings, operating expense reductions, other
operating improvements and initiatives and synergies had been realized on the first day of such period), net of the amount of actual
benefits realized during such period from such actions; provided that, to the extent any such operational changes are not
associated with the Transactions or a Specified Transaction, all steps have been taken for realizing such cost savings and such
cost savings are reasonably identifiable and factually supportable (in the good faith determination of the Borrower); and (ii)
each of the adjustments of the nature set forth (x) in the model delivered to the Agent on March 30, 2017 or in the confidential
information memorandum of the Borrower dated April 2017, or (y) on Schedule 1.01(a);
plus



 



    	18



    	 



    




		(i)	the amount of loss on sale of Securitization Assets and related assets to the Securitization Subsidiary
in connection with a Qualified Securitization Financing; plus



 


		(j)	any costs or expense incurred by the Parent or any Restricted Subsidiary pursuant to any management
equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder
agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Parent or
net cash proceeds of an issuance of Qualified Equity Interests of the Parent (in each case, except to the extent comprising any
Cure Amount); plus



 


		(k)	cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing
Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted
in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus



 


		(l)	any loss attributable to non-controlling interests included in the consolidated financial statements
due to the application of IFRS 10 “Consolidated Financial Statements” and related pronouncements; plus



 


		(m)	realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation
of assets or liabilities on the statement of financial position of the Parent and its Restricted Subsidiaries; plus



 


		(n)	net realized losses from Swap Obligations or embedded derivatives that require similar accounting
treatment and the application of IFRS 9 “Financial Instruments” and related pronouncements; plus



 


		(o)	the amount of any minority interest expense consisting of Subsidiary income attributable to minority
equity interests of third parties in any non-wholly owned Subsidiary deducted in calculating Consolidated Net Income (and not added
back in such period to Consolidated Net Income); plus



 


		(p)	costs related to the implementation of operational and reporting systems and technology initiatives.







    	19



    	 



    

 


		(2)	decreased (without duplication) by: (a) non-cash gains increasing Consolidated Net Income
of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve
for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect to cash actually
received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period; plus (b) realized
foreign exchange income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities
on the statement of financial position of the Parent and its Restricted Subsidiaries; plus (c) any net realized income or
gains from Swap Obligations or embedded derivatives that require similar accounting treatment and the application of IFRS 9 “Financial
Instruments” and related pronouncements; plus (d) any net profit attributable to non-controlling interests included
in the consolidated financial statements due to the application of IFRS 10 “Consolidated Financial Statements” and
related pronouncements; plus (e) all cash payments made during such period to the extent made on account of non-cash reserves and
other non-cash charges added back to Consolidated Net Income pursuant to clause (f) above in a previous period (it being
understood that this clause (2)(e) shall not be utilized in reversing any non-cash reserve or charge added to Consolidated
Net Income); plus (f) the amount of any minority interest income consisting of Subsidiary loss attributable to minority equity
interests of third parties in any non-wholly owned Subsidiary added to Consolidated Net Income (and not deducted in such period
from Consolidated Net Income); plus



 


		(3)	increased or decreased (without duplication) by, as applicable, any adjustments resulting for the
application of IAS 37 “Provisions, contingent liabilities and contingent assets” or any comparable regulation.



 


For purposes of determining compliance
with any financial test or ratio hereunder (including any incurrence test), (x) Consolidated EBITDA of any Person, property, business
or asset acquired by the Parent or any Restricted Subsidiary during such period and of any Unrestricted Subsidiary that is converted
into a Restricted Subsidiary shall be included in determining Consolidated EBITDA of the Parent and its Restricted Subsidiaries
for any period, (y) Consolidated EBITDA of any Restricted Subsidiary or any operating entity for which historical financial statements
are available that is Disposed of during such period or any Restricted Subsidiary that is converted into a Unrestricted Subsidiary
during such period shall be excluded in determining Consolidated EBITDA of the Parent and its Restricted Subsidiaries for any period,
and (z) Consolidated EBITDA shall be calculated on a Pro Forma Basis. Unless otherwise provided herein, Consolidated EBITDA shall
be calculated with respect to the Parent and its Restricted Subsidiaries.


 


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


 


		(1)	consolidated interest expense or finance costs of such Person and its Restricted Subsidiaries for
such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization
of original issue discount or premium resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts
and other fees and charges owed with respect to letters of credit or bankers acceptances or any similar facilities or financing
and hedging agreements, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement
in the mark to market valuation of any Swap Obligations or other derivative instruments pursuant to IFRS), (d) the interest
component of Capital Lease Obligations, (e) net payments, if any, pursuant to interest rate Swap Obligations with respect
to Indebtedness, (f) fees and expenses paid to the Agents, (g) other bank and financing fees, and (h) costs of surety
bonds in connection with financing activities); plus



 



    	20



    	 



    




		(2)	consolidated capitalized interest expense or finance costs of such Person and its Restricted Subsidiaries
for such period, whether paid or accrued; plus



 


		(3)	all cash dividends or other distributions paid (excluding items eliminated in consolidation) on
any series of preferred stock of any Subsidiary of such Person during such period; plus



 


		(4)	all cash dividends or other distributions paid (excluding items eliminated in consolidation) on
any series of Disqualified Equity Interests during this period.



 


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


 


“Consolidated
Net Income” means, for any period, the net income (loss) of the Parent and its Restricted Subsidiaries determined on
a consolidated basis on the basis of IFRS; provided, however, that there will not be included in such Consolidated
Net Income (other than in respect of clause (o) which will be added to Consolidated Net Income):


 


		(a)	any profit (loss) for such period of any Person if such Person is not a Restricted Subsidiary,
except that any equity in the profit of any such Person for such period will be included in such Consolidated Net Income up to
the aggregate amount of cash or Cash Equivalents actually distributed or that (as reasonably determined by a Responsible Officer
of the Borrower) could have been distributed by such Person during such period to the Parent or any Restricted Subsidiary as a
dividend or other distribution or as a return on investment;



 


		(b)	any profit (or loss) for such period realized upon the sale or other disposition of any asset or
disposed operations of the Borrower or any Restricted Subsidiaries (including pursuant to any Sale Leaseback which is not sold
or otherwise disposed of in the ordinary course of business);



 


		(c)	any extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or expense, or any charges,
expenses or reserves in respect of any restructuring, redundancy or severance expense;



 


		(d)	the cumulative effect of a change in accounting principles;



 


		(e)	any (i) non-cash compensation charge or expense arising from any grant of stock, stock options
or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions
or on the re-valuation of any benefit plan obligation and (ii) income (loss) attributable to deferred compensation plans or
trusts shall be excluded;







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		(f)	all deferred financing costs written off or amortized and premiums paid or other expenses incurred
directly in connection with any early extinguishment of Indebtedness and any net gain (loss) from any write-off or forgiveness
of Indebtedness;



 


		(g)	any unrealized gains or losses in respect of Swap Obligations or any ineffectiveness recognized
in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives
that do not qualify as hedge transactions, in each case, in respect of Swap Obligations;



 


		(h)	any unrealized foreign currency transaction gains or losses in respect of obligations of any Person
denominated in a currency other than the functional currency of such Person and any unrealized foreign exchange gains or losses
relating to translation of assets and liabilities denominated in foreign currencies;



 


		(i)	any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness
or other obligations of the Parent or any Restricted Subsidiary owing to the Parent or any Restricted Subsidiary;



 


		(j)	any purchase accounting effects including, but not limited to, adjustments to inventory, property
and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by IFRS and
related authoritative pronouncements (including the effects of such adjustments pushed down to the Parent and the Restricted Subsidiaries),
as a result of the Transactions or any consummated acquisition, or the amortization or write-off of any amounts thereof (including
any write-off of in process research and development);



 


		(k)	any goodwill or other asset impairment charge or write-off or write-down;



 


		(l)	any after-tax effect of income (loss) from the early retirement, extinguishment or cancellation
of Indebtedness or Swap Obligations or other derivative instruments shall be excluded;



 


		(m)	accruals and reserves that are established within twelve months after the Acquisition Closing Date
that are so required to be established as a result of the Transactions in accordance with IFRS, shall be excluded;



 


		(n)	any net unrealized gains and losses resulting from Swap Obligations or embedded derivatives that
require similar accounting treatment and the application of IFRS 9 “Financial Instruments” and related pronouncements
shall be excluded;



 


		(o)	proceeds from any business interruption insurance to the extent not already included in Consolidated
Net Income;



 


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







    	22



    	 



    

 


		(q)	gains and losses on the sale, exchange or other disposition of assets outside the ordinary course
of business or abandonment of assets and from discontinued operations;



 


		(r)	cash and non-cash charges, paid or accrued, and gains resulting from the application of IFRS 3
“Business Combinations” (including with respect to earn-outs incurred by the Parent or any of its Restricted Subsidiaries);
and



 


		(s)	rental payments under Synthetic Leases.



 


In addition, notwithstanding anything to
the contrary in the foregoing, Consolidated Net Income shall exclude (i) any expenses and charges that are reimbursed by indemnification
or other reimbursement provisions, or so long as the Borrower has made a determination that there exists reasonable evidence that
such amount will in fact be indemnified or reimbursed (and such amount is in fact reimbursed within 365 days of the date of such
charge or payment (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days)), in connection
with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder (ii) to the extent covered
by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable evidence
that such amount will in fact be reimbursed by the insurer and such amount is in fact reimbursed within 365 days of the date of
such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), expenses with respect
to liability or casualty events or business interruption, (iii) any expenses and charges to the extent paid for, or so long as
the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by (and
such amount is in fact reimbursed within 365 days of the date of such payment (with a deduction for any amount so added back to
the extent not so reimbursed within 365 days)), any third party other than such Person or any of its Restricted Subsidiaries.


 


“Consolidated
Total Assets” means, as of any date of determination, the amount that would, in conformity with IFRS, be set forth
opposite the caption “total assets” (or any like caption) on the most recent
consolidated statement of financial position of the Parent and the Restricted Subsidiaries at such date or, for the period prior
to the time any such statements are so delivered, the pro forma financial statements of the Parent giving effect to the Transactions.


 


“Consolidated
Working Capital” shall mean, at any date, the excess (which may be a negative number) of (a) the sum of all amounts (other
than cash and Cash Equivalents) that would, in conformity with IFRS, be set forth opposite the caption “total current assets”
(or any like caption) on a consolidated balance sheet of the Parent and the Restricted Subsidiaries at such date excluding the
current portion of income tax receivables, deferred financing fees and assets held for sale over (b) the sum of all amounts that
would, in conformity with IFRS, be set forth opposite the caption “total current liabilities” (or any like caption)
on a consolidated statement of financial position of the Parent and the Restricted Subsidiaries on such date, including deferred
revenue but excluding, without duplication, (i) the current portion of any long term debt and all revolving loans, (ii) all Indebtedness
consisting of Loans and LC Exposure and Capital Lease Obligations to the extent otherwise included therein, (iii) the current portion
of interest payable and (iv) the current portion of income tax liabilities; provided that Consolidated Working Capital shall
be calculated without giving effect to (w) purchase accounting, (x) any assets or liabilities acquired, assumed, sold
or transferred in any Acquisition or Disposition pursuant to Section 6.05(k) or Section 6.05(bb), (y) as a result
of the reclassification of items from current to non-current and vice versa or (z) changes to Consolidated Working Capital
resulting from non-cash charges and credits to consolidated current assets and consolidated current liabilities (including, without
limitation, derivatives and tax receivables and liabilities).


 






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


 


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


 


“Credit
Agreement Refinanced Debt” has the meaning assigned to such term in the definition of “Credit
Agreement Refinancing Indebtedness.”


 


“Credit
Agreement Refinancing Indebtedness” means (a) Permitted First Priority Replacement Debt, (b) Permitted Second
Priority Replacement Debt, (c) Permitted Unsecured Replacement Debt, and/or (d) Other Term Loans or Other Revolving Commitments
(including the corresponding Other Revolving Loans incurred pursuant to such Other Revolving Commitments) obtained pursuant to
a Refinancing Amendment, in each case, issued, incurred or obtained (including by means of the extension or renewal of existing
Indebtedness) in exchange for, or to extend, renew, replace, restructure or refinance, in whole or in part, any or all Classes
of then existing Term Loans, Revolving Loans or Revolving Commitments (in each case including any successive Credit Agreement Refinancing
Indebtedness) (the “Credit Agreement Refinanced Debt”); provided
that (v) such Credit Agreement Refinancing Indebtedness (including, if such Credit Agreement Refinancing Indebtedness includes
any Other Revolving Commitments, such Other Revolving Commitments) is in an original aggregate principal amount not greater than
the aggregate principal amount of the Credit Agreement Refinanced Debt (including, in the case of Credit Agreement Refinanced Debt
consisting, in whole or in part, of Revolving Commitments or Other Revolving Commitments, the amount thereof) plus any Term Loans
and/or Revolving Commitments plus other Indebtedness that could otherwise be (A) incurred hereunder (subject to a dollar-for-dollar
usage of any basket (other than any basket that provides for Credit Agreement Refinancing Indebtedness) set forth in Section
6.01) and (B) if such Indebtedness is secured, subject to a dollar-for-dollar usage of any basket (other than any basket
that provides for Liens on Credit Agreement Refinancing Indebtedness) set forth in Section 6.02, plus premiums and accrued
and unpaid interest, fees and expenses in respect thereof plus other reasonable costs, fees and expenses (including upfront fees
and original issue discount) incurred in connection with such Credit Agreement Refinancing Indebtedness, (w) such Credit Agreement
Refinancing Indebtedness does not mature prior to the maturity date of and, except in the case of Other Revolving Commitments,
has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity at such time of the corresponding
Class of Credit Agreement Refinanced Debt (without giving effect to amortization for periods where amortization has been eliminated
as a result of a prepayment of the applicable Credit Agreement Refinanced Debt), (x) no Restricted Subsidiary is a borrower or
a guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or
substantially concurrently guaranteed or borrowed, as applicable, the Obligations, (y) such Credit Agreement Refinanced Debt shall
be repaid, defeased or satisfied and discharged, and all accrued and unpaid interest, fees then due and premiums (if any) in connection
therewith shall be paid substantially contemporaneously with the incurrence of the Credit Agreement Refinancing Indebtedness; and
(z) if such Credit Agreement Refinancing Indebtedness is Permitted First Priority Replacement Debt, Permitted Second Priority Replacement
Debt and/or Permitted Unsecured Replacement Debt, the covenants and events of default and other terms of which (other than maturity,
fees, discounts, interest rate, redemption terms and redemption premiums, which shall be determined in good faith by the Borrower)
shall be on market terms at the time of issuance (as determined in good faith by the Borrower) of such Credit Agreement Refinancing
Indebtedness; provided that such Indebtedness (other than Indebtedness consisting of revolving commitments and revolving
loans) shall not have the benefit of any financial maintenance covenant unless (x) the Term Loans have the benefit of such financial
maintenance covenant on the same terms or (y) the Term Loans have in the future been provided with the benefit of a financial maintenance
covenant, in which case such Indebtedness issued after such future date may be provided with the benefit of the same financial
maintenance covenant on the same terms. For the avoidance of doubt, (I) Credit Agreement Refinancing Indebtedness consisting of
Other Term Loans or Other Revolving Commitments (including the corresponding Other Revolving Loans incurred pursuant to such Other
Revolving Commitments) shall be subject to the requirements set forth in Section 2.21, and (II) to the extent that such
Credit Agreement Refinanced Debt consists, in whole or in part, of (A) Revolving Commitments or Other Revolving Commitments, such
Revolving Commitments or Other Revolving Commitments or (B) Revolving Loans, Other Revolving Loans or Swingline Loans, the corresponding
Revolving Commitments or Other Revolving Commitments, in each case, shall be terminated, and all accrued fees in connection therewith
shall be paid substantially contemporaneously with the incurrence of the Credit Agreement Refinancing Indebtedness.


 






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“Credit
Event” has the meaning assigned to such term in Section 4.02.


 


“Cure
Amount” has the meaning assigned to such term in Section 7.03.


 


“Cure
Right” has the meaning assigned to such term in Section 7.03.


 


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


 


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


 


“Default”
means any event or condition specified in Article VII that after notice, lapse of applicable grace periods or both
would, unless cured or waived hereunder, constitute an Event of Default; provided that any Default that results solely from
the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured
if such previous Default is cured prior to becoming an Event of Default.


 


“Defaulting
Lender” means, subject to Section 2.22(b), any Lender that (a) has failed to (i) fund all or any portion
of its Loans within two Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to the Administrative
Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including
in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has
notified the Borrower, the Administrative Agent or any Issuing Bank in writing that it does not intend to comply with its funding
obligations hereunder, or has made a public statement to that effect, (c) has failed, within three Business Days after written
request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it
will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower),
or (d) has, or has a direct parent company that has, (i) become the subject of a proceeding under the Bankruptcy Code, (ii) had
appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person
charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any
other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that
Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not
result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to
reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination made in good faith
by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive
and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.22(b))
upon delivery of written notice of such determination to the Borrower, each Issuing Bank and each Lender.


 






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“Defaulting
Seattle Lender” means a Seattle Lender that is a “Defaulting Lender” as defined in the Seattle Credit Agreement.


 


“Designated
Non-Cash Consideration” means the fair market value (as determined in good faith by the Borrower) of non-cash consideration
received by the Parent or one of its Restricted Subsidiaries in connection with a Disposition that is so designated as Designated
Non-Cash Consideration pursuant to an officer’s certificate, setting forth the basis of such valuation, less the amount of
cash or Cash Equivalents received in connection with a subsequent payment, redemption, retirement, sale or other disposition of
such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to
be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance
with Section 6.05.


 


“Direct
Competitor” means any Person who is a competitor of the Parent and its Subsidiaries (including the Company and
its subsidiaries) or any Affiliate of such competitor (other than, unless a Disqualified Lender or an Excluded Affiliate, bona
fide fixed income investors or debt funds that are (i) engaged in making, purchasing, holding or otherwise investing in commercial
loans, bonds and similar extensions of credit in the ordinary course of business) and (ii) managed, sponsored or advised by any
person that is controlling, controlled by or under common control with such competitor or Affiliate thereof, as applicable, but
only to the extent that no personnel involved with the investment in such competitor or Affiliate thereof, as applicable, (x) makes
(or has the right to make or participate with others in making) investment decisions on behalf of such debt fund, investment vehicle,
regulated bank entity or unregulated lending entity or (y) has access to any information (other than information that is publicly
available) relating to the Parent and its Subsidiaries (including the Company and its subsidiaries) and/or any entity that forms
a part of any of their respective businesses (including any of their respective subsidiaries).


 


“Disclosed
Matters” means the actions, suits and proceedings and the environmental matters disclosed on Schedule 3.06.


 


“Disclosure
and Transparency Rules” means the latest edition of the “Disclosure and Transparency Rules” issued made by
the FCA under Part VI of the FSMA.


 


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


 


“Disposition”
or “Dispose” means the sale, transfer, license, lease (as lessor) or other disposition (including any Sale Leaseback
transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse,
of any Equity Interests owned by such Person, or any notes or trade or accounts receivable or any rights and claims associated
therewith; provided that “Disposition” and “Dispose” shall be deemed not to include
any issuance or sale by such Person of its Equity Interests or other securities to another Person.


 






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“Disqualified
Equity Interests” means Equity Interests that by their terms (or by the terms of any security into which they
are convertible or for which they are exchangeable) (a) require the payment of any cash dividends (other than dividends payable
solely in shares of Qualified Equity Interests), (b) mature or are mandatorily redeemable or subject to mandatory repurchase or
redemption or repurchase at the option of the holders thereof, in whole or in part and whether upon the occurrence of any event,
pursuant to a sinking fund obligation, on a fixed date or otherwise, prior to the date that is 91 days after the then Latest Maturity
Date at such time of then outstanding Loans (other than (i) upon payment in full of the Obligations (other than contingent indemnification
obligations for which no claim has been made), reduction of the LC Exposure to zero and termination of the Commitments or (ii)
upon a “change in control,” asset sale or similar event) or (c) are convertible
or exchangeable, automatically or at the option of any holder thereof, into any Indebtedness other than Indebtedness otherwise
permitted under Section 6.01; provided that if such Equity Interests are issued pursuant to a plan for the benefit
of employees of the Parent or the Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not
constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Parent or if its Restricted
Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination,
death or disability.


 


“Disqualified
Lender” means (x) any Person identified in writing to the Administrative Agent on or prior to September 7,
2016 and/or (y) any Excluded Affiliate.


 


“Dollar
Equivalent” means, on any date of determination, (a) with respect to any amount in Dollars, such amount, and (b)
with respect to any amount in Euros or any other Alternative Currency, the equivalent in Dollars of such amount, determined by
the Administrative Agent pursuant to Section 1.06 using the Exchange Rate with respect to Euros or such Alternative Currency
at the time in effect under the provisions of such Section (except as otherwise expressly provided herein).


 


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


 


“Domestic Restricted
Subsidiary” means any Domestic Subsidiary that is a Restricted Subsidiary.


 


“Domestic Subsidiary”
means any Subsidiary of the Parent that is incorporated or organized under the laws of the United States of America, any state
thereof or the District of Columbia (it being understood that a Foreign Subsidiary with a dual charter (one of which is governed
by the laws of the United States of America, any state thereof or the District of Columbia) shall not be deemed a “Domestic
Subsidiary” for purposes hereof).


 






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“Dutch
Auction” means an auction (an “Auction”) conducted
by the Parent or one or more of its Subsidiaries (in such capacity, as applicable, the “Auction
Party”) in their sole discretion in order to purchase Revolving Loans and Revolving Commitments of Defaulting
Lenders or Term Loans in accordance with the following procedures:


 


(A)Notice
Procedures. In connection with an Auction, the Auction Party will provide notification to the auction manager (for distribution
to the Lenders of the relevant Class of Loans and Commitments that are the subject of the Auction (the “Eligible
Auction Lenders”) and the Administrative Agent) of the Class and principal amount of Loans and Commitments that
will be the subject of the Auction (an “Auction Notice”). Each Auction
Notice shall contain (i) the Class of Loans and Commitments that will be the subject of the Auction, (ii) the total cash value
of the bid (the “Auction Amount”), in a minimum amount of $1,000,000
with minimum increments of $500,000, (iii) the discount to par, which shall be a range (the “Discount
Range”) of percentages of the par principal amount of the Term Loans (i.e., a 5% to 10% Discount Range would represent
$50,000 to $100,000 per $1,000,000 principal amount of Loans and Commitments, with a 10% discount being deemed a “higher”
discount than 5% for purposes of an Auction) at issue that represents the discounts applied to calculate the range of purchase
prices that could be paid in the Auction; provided that the Discount Range may, at the option of the Auction Party, be a
single percentage, (iv) the date on which the Auction will conclude, on which date Return Bids will be due at the time provided
in the Auction Notice (such time, the “Auction Expiration Time”), as
such date and time may be extended upon notice by the Auction Party to the auction manager before any prior Auction Expiration
Time, and (v) the identity of the auction manager, and shall indicate if such auction manager is an Affiliate of the Parent. Each
offer to purchase Loans or Commitments in an Auction shall be offered on a pro rata basis to all the Eligible Auction Lenders.


 


(B)Reply
Procedures. In connection with any Auction, each Eligible Auction Lender may, in its sole discretion, participate in such Auction
and, if it elects to do so (any such participating Eligible Auction Lender, a “Participating
Lender”), shall provide, prior to the Auction Expiration Time, the auction manager with a notice of participation
(the “Return Bid”) which shall be in a form and substance prepared
by the Borrower and shall specify (i) a discount to par that must be expressed as a percentage of par principal amount of Loans
or Commitments of the relevant Class expressed in percentages (the “Reply Discount”),
which must be within the Discount Range, and (ii) a principal amount of Loans or Commitments of the relevant Class, which must
be in increments of $500,000, that such Eligible Auction Lender is willing to offer for sale at its Reply Discount (the “Reply
Amount”). An Eligible Auction Lender may avoid the minimum increment amount condition solely when submitting a
Reply Amount equal to such Eligible Auction Lender’s entire remaining amount of such Loans or Commitments. Eligible Auction
Lenders may only submit one Return Bid per Auction but each Return Bid may contain up to three bids, only one of which can result
in a Qualifying Bid (as defined below). In addition to the Return Bid, each Participating Lender must execute and deliver, to be
irrevocable during the pendency of the Auction and held in escrow by the auction manager, an assignment agreement pursuant to which
such Participating Lender shall make the representations and agreements substantially consistent with the terms of Section 2.11(i)(C).
Any Eligible Auction Lender that fails to submit a Return Bid at or prior to the Auction Expiration Time shall be deemed to have
declined to participate in the Auction.


 






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(C)Acceptance
Procedures. Based on the Reply Discounts and Reply Amounts received by the Auction Manager, the auction manager, with the consent
of the Auction Party, will, within 10 Business Days of the Auction Notice (or such other time agreed by the Borrower), determine
the applicable discount (the “Applicable Discount”) for the Auction,
which will be the highest Reply Discount at which the Auction Party can complete the Auction at the Auction Amount; provided
that, in the event that the Reply Amounts are insufficient to allow the Auction Party to complete a purchase of the entire Auction
Amount, the Auction Party shall either, at its election, (i) withdraw the Auction or (ii) complete the Auction as set forth below.
Unless withdrawn, the Auction Party shall notify the Participating Lenders of the Applicable Discount no later than one Business
Day after it is determined (the “Applicable Discount Notice”). The
Auction Party shall, within three Business Days of the Applicable Discount Notice, purchase Loans or Commitments from each Participating
Lender with a Reply Discount that is equal to or higher than the Applicable Discount (“Qualifying
Bids”) at a discount to par equal to the Reply Discount of such Participating Lender, with the applicable Loans
or Commitments of the Participating Lender(s) with the highest Reply Discount being purchased first and then in descending order
from such highest Reply Discount to and including the applicable Loans or Commitments of the Participating Lenders with a Reply
Discount equal to the Applicable Discount (the “Applicable Order of Purchase”);
provided that if the aggregate proceeds required to purchase all Loans or Commitments of the relevant Class subject to Qualifying
Bids would exceed the Auction Amount for such Auction, the Auction Party shall purchase such Loans or Commitments of the Participating
Lenders in the Applicable Order of Purchase, but with the Loans or Commitments of Participating Lenders with Reply Discounts equal
to the Applicable Discount being purchased pro rata until the Auction Amount has been so expended on such purchases. If a Participating
Lender has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount
that is equal to or more than the Applicable Discount will be deemed the Qualifying Bid of such Participating Lender. In no event
shall any purchase of Loans or Commitments in an Auction be made at a Reply Discount lower than the Applicable Discount for such
Auction.


 


(D)Additional
Procedures. Once initiated by an Auction Notice, the Auction Party may withdraw or modify an Auction only prior to the delivery
of the Applicable Discount Notice (and if any Auction is withdrawn or modified, notice thereof shall be delivered to the Administrative
Agent and the Eligible Auction Lenders no later than the first Business Day after such withdrawal). Furthermore, in connection
with any Auction, upon submission by a Participating Lender of the relevant Class of a Qualifying Bid, such Lender will be obligated
to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount.


 


(E)Any
failure by such Loan Party or such Subsidiary to make any prepayment to a Lender, pursuant to this definition shall not constitute
a Default or Event of Default under Section 7.01 or otherwise.


 


“ECF Due Date”
has the meaning assigned to such term in Section 2.11(d).


 


“ECF Prepayment
Trigger” has the meaning assigned to such term in Section 2.11(d).


 






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


 


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


 


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


 


“Effective Date”
means the date on which the conditions precedent set forth in Section 9 of Amendment No. 3 shall have been satisfied or waived.


 


“Effective Date
Guarantors” shall have the meaning assigned to such term in the definition of “Specified Representations.”


 


“Electing Guarantors”
any Excluded Subsidiary that, at the option and in the sole discretion of the Borrower, has been designated a Subsidiary Loan Party.


 


“Eligible
Assignee” means (i) any Lender, any Affiliate of any Lender and any Approved Fund of any Lender, and (ii) (A)
any commercial bank organized under the laws of the United States or any state thereof (B) any savings and loan association or
savings bank organized under the laws of the United States or any state thereof and (C) any commercial bank organized under the
laws of any other country or a political subdivision thereof; provided that (1) such bank is acting through a branch or
agency located in the United States or (2) such bank is organized under the laws of a country that is a member of the Organization
for Economic Cooperation and Development or a political subdivision of such country; and (D) any other entity (other than
a natural person) that is an “accredited investor” (as defined in Regulation D under the Securities Act) that extends
credit or buys loans as one of its businesses including insurance companies, investment or mutual funds, lease financing companies;
and (iii) the Parent and any Subsidiary subject to Section 9.04 or Section 2.11(i) (so long as the Loans and
Commitments obtained by the Parent or such Restricted Subsidiary are immediately cancelled); provided that, in any event,
Eligible Assignees shall not include (w) any natural person, (x) any Direct Competitor, Disqualified Lender or Excluded Affiliate
unless, in each case, consented to in writing by the Borrower (such consent shall be required regardless of whether a Default or
Event of Default shall be continuing) or (y) any Defaulting Lender or any Affiliate thereof.


 


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


 


“EMU Legislation”
means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified
European currency.


 


“Environmental
Laws” means all applicable treaties, laws, rules, regulations, codes, ordinances, orders, decrees, judgments,
injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating
in any way to the protection of the environment, the preservation or reclamation of natural resources, the generation, management,
Release or threatened Release of, or exposure to, any Hazardous Material or to workplace health and safety matters.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of medical
monitoring, costs of environmental remediation or restoration, administrative oversight costs, consultants’ fees, fines,
penalties or indemnities), of Holdco or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) any actual
or alleged violation of any Environmental Law or permit, license or approval issued thereunder, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release
or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.


 






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“Equity Investors”
means, collectively, (a) the officers, directors, and other members of senior management of the Parent or any of its Restricted
Subsidiaries, who at any date beneficially own or have the right to acquire, directly or indirectly, Equity Interests of the Parent
and (b) any existing equity holder of the Company rolled over or invested in the Parent on the Acquisition Closing Date.


 


“Equity
Interests” means shares of capital stock or other share capital, partnership interests, membership interests in
a limited liability or exempted company, beneficial interests in a trust or other equity ownership interests in a Person, and any
option, warrant or other right entitling the holder thereof to purchase or otherwise acquire any such equity interest.


 


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


 


“ERISA
Affiliate” means any trade or business (whether or not incorporated) that, together with the Parent, is treated
as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of
the Code, is treated as a single employer under Section 414 of the Code.


 


“ERISA
Event” means (a) any “reportable event,” as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period
is waived), (b) with respect to any Plan, a failure to satisfy the minimum funding standard under Section 412 of the Code or Section
302 of ERISA, whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the Parent or any of its ERISA Affiliates
of any liability under Title IV of ERISA with respect to the termination of any Plan, (e) the receipt by the Parent or any
ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or
to appoint a trustee to administer any Plan, (f) the incurrence by the Parent or any of its ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan or (g) the receipt by the Parent or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the Parent or any ERISA Affiliate of any notice, concerning
the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.


 


“Escrow Borrower”
means the “Borrower” as defined in the Escrow Term Loan Agreement.


 






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“Escrow Funding
Date” means the date of the initial funding of the term loans under the Escrow Term Loan Agreement.


 


“Escrow Term
Loan Agreement” means the Credit Agreement, dated as of June 21, 2017, by and among Miami Escrow Borrower LLC, the lenders
party thereto and JPMorgan Chase Bank, N.A., as administrative agent and escrow agent, pursuant to which the Tranche B-3 Term Loans
and the Euro Tranche Term Loans were originally borrowed.


 


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


 


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


 


“EURIBO Rate”
means, with respect to any Eurocurrency Borrowing denominated in Euro for any Interest Period, the rate per annum equal to the
Banking Federation of the European Union EURIBO Rate (“BFEA EURIBOR”), as published by Reuters on page EURIBOR01
of the Reuters screen (or another commercially available source providing quotations of BFEA EURIBOR as designated by the Administrative
Agent from time to time) at approximately 10:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period, for deposits in Euro (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period;
provided that if such rate is not available at such time for any reason, then the “EURIBO Rate” for such Interest
Period shall be the rate per annum reasonably determined by the Administrative Agent to be the rate at which deposits in Euro for
delivery on the first day of such Interest Period in same day funds and with a term equivalent to such Interest Period would be
offered by the Administrative Agent in the European interbank market at their request at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period; provided, further, that if the EURIBO Rate shall
be less than zero, such rate shall be deemed zero for purposes of this Agreement.


 


“Euro”,
“EUR” and “€” mean the lawful currency of the Participating Member States introduced
in accordance with the EMU Legislation.


 


“Euro Tranche
Term Commitment” means, with respect to each Term Lender with a Euro Tranche Commitment, the commitment of such Term
Lender to convert its Euro-denominated term loans under the Escrow Credit Agreement for an equal aggregate principal amount of
Euro Tranche Term Loans hereunder on the Effective Date, as such commitment may be (a) reduced from time to time pursuant to Section
2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Term Lender pursuant to Section 9.04.


 






    	32



    	 



    

“Euro Tranche
Term Loan” means the term loans converted into and deemed issued under and outstanding pursuant to this Agreement on
the Effective Date, pursuant to Section 2.01(a)(i) pursuant to the Euro Tranche Term Commitment.


 


“Eurocurrency,”
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, is bearing
interest at a rate determined by reference to the Adjusted Eurocurrency Rate.


 


“Eurocurrency
Borrowing” means a Loan that bears interest at a rate based on the Adjusted Eurocurrency Rate.


 


“Eurocurrency
Rate” means with respect to any Eurocurrency Borrowing for any Interest Period the rate per annum determined by the Administrative
Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest
Period (or, with respect to any Eurocurrency Borrowing in Sterling, on the first day of such Interest Period) by reference to the
interest settlement rates for deposits in Dollars or the applicable Alternative Currency as published by Reuters on page LIBOR01
of the Reuters screen (or another commercially available source providing quotations of such rate as designated by the Administrative
Agent from time to time) (as set forth by (a) the ICE Benchmark Administration Limited, (b) any successor service or entity that
has been authorized by the U.K. Financial Conduct Authority to administer the London Interbank Offered Rate or (c) any service
selected by the Administrative Agent that has been nominated by such an entity as an authorized information vendor for the purpose
of displaying such rates) for a period equal to such Interest Period; provided that for any Eurocurrency Borrowing for any
Interest Period in Euros, the rate the Administrative Agent shall reference shall be the EURIBO Rate; provided, further,
that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurocurrency
Rate” shall be the interest rate per annum determined by the Administrative Agent (including by reference to any applicable
published market data) to be the average of the rates per annum at which deposits in Dollars or applicable Alternative Currencies
are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative
Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period;
provided, further, that if the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes
of this Agreement.


 


“Eurocurrency
Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried
out to five decimal places) in effect on such day, whether or not applicable to any Lender, under regulations issued from time
to time by the Board for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurocurrency
Rate for each outstanding Eurocurrency Borrowing shall be adjusted automatically as of the effective date of any change in the
Eurocurrency Reserve Percentage.


 


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


 






    	33



    	 



    

“Excess Cash
Flow” means, for any period, an amount (to the extent positive) equal to the excess of


 


(a)the sum, without duplication,
of


 


(i)Consolidated
Net Income for such period,


 


(ii)an
amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income, and


 


(iii)decreases
in Consolidated Working Capital for such period; 


 


over (b) the sum, without
duplication, of


 


		(i)	an amount equal to the amount of all non-cash gains and credits included in arriving at such Consolidated
Net Income and cash charges of the type referred to in clauses (c), (f), (r) and (s) of Consolidated Net Income, and the expenses
and charges of the type referred to in the last paragraph of Consolidated Net Income to the extent not reimbursed during such period,
in each case, to the extent not included in arriving at such Consolidated Net Income,



 


		(ii)	without duplication of amounts deducted pursuant to clause (xi) below in prior years, the
amount of Capital Expenditures, Capitalized Software Expenditures, acquisitions of intellectual property, capitalized intellectual
property development, for retention, recruiting, relocation, severance or signing bonuses and expenses made in cash during such
period, except to the extent that such Capital Expenditures, Capitalized Software Expenditures, acquisitions or costs or expenses
were financed with the proceeds of Indebtedness of the Parent or the Restricted Subsidiaries (other than Revolving Loans or borrowings
under any other revolving credit facility or intercompany loans),



 


		(iii)	the aggregate amount of all principal payments of Indebtedness of the Parent and the Restricted
Subsidiaries during such period but excluding (x) all prepayments of Term Loans or Seattle Term Loans (other than, in each case,
prepayments pursuant to Section 2.11(c) or Section 2.11(c) of the Seattle Credit Agreement, but solely to the extent
that the Disposition in question increased Consolidated Net Income, and not in excess of such increase), (y) all prepayments of
Revolving Loans made during such period and (z) any other revolving credit facility to the extent there is not an equivalent permanent
reduction in commitments thereunder, and except to the extent financed with the proceeds of other Indebtedness of the Parent or
the Restricted Subsidiaries (other than Revolving Loans or borrowings under any other revolving credit facility or intercompany
loans),







    	34



    	 



    

 


		(iv)	an amount equal to the aggregate net gain on Dispositions by the Parent and the Restricted Subsidiaries
during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated
Net Income,



 


		(v)	increases in Consolidated Working Capital for such period,



 


		(vi)	payments by the Parent and the Restricted Subsidiaries during such period in cash in respect of
(x) non-current liabilities of the Parent and the Restricted Subsidiaries other than Indebtedness, to the extent not already
deducted from Consolidated Net Income or (y) non-cash charges incurred in a prior period,



 


		(vii)	without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years,
the aggregate amount of cash consideration paid by the Parent and the Restricted Subsidiaries (on a consolidated basis) in connection
with Investments (including acquisitions and earnout payments) pursuant to Section 6.04 that are not made in the Parent
or a wholly owned Restricted Subsidiary made during such period (to the extent permitted to be made hereunder), except to the extent
financed with the proceeds of Indebtedness of the Parent or the Restricted Subsidiaries (other than Revolving Loans or intercompany
loans),



 


		(viii)	the aggregate amount of Restricted Payments paid to any Person other than the Parent or any Restricted
Subsidiary during such period pursuant to Section 6.08 (other than pursuant to Section 6.08(a)(xx) (except by reference
to clause (a) of the definition of “Available Amount”)), except to the extent financed with the proceeds of Indebtedness
of the Parent or the Restricted Subsidiaries (other than Revolving Loans or borrowings under any other revolving credit facility
or intercompany loans),



 


		(ix)	the aggregate amount of expenditures, fees, costs, charges and expenses actually made by the Parent
and the Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent
that such expenditures are not deducted in calculating Consolidated Net Income,



 


		(x)	the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the
Parent and the Restricted Subsidiaries during such period that are made in connection with any prepayment of Indebtedness to the
extent that such payments are not deducted in calculating Consolidated Net Income,







    	35



    	 



    

 


		(xi)	without duplication of amounts deducted from Excess Cash Flow in prior periods, at the option of
the Borrower, the aggregate consideration required to be paid in cash by the Parent or any of the Restricted Subsidiaries pursuant
to binding contracts (or binding commitments) (the “Contract Consideration”) entered into prior to or during
such period or, at the option of the Borrower, after the applicable period and prior to the applicable ECF Due Date (including
acquisitions and other Investments), Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property
to be consummated or made during the period of four consecutive fiscal quarters of the Parent following the end of such period,
provided that to the extent the aggregate amount utilized to finance such acquisitions, Capital Expenditures, Capitalized
Software Expenditures or acquisitions of intellectual property during such period of four consecutive fiscal quarters is less than
the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such
period of four consecutive fiscal quarters,



 


		(xii)	the amount of taxes (including penalties and interest) paid in cash or tax reserves set aside or
payable in each case in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net
Income for such period, and



 


		(xiii)	the aggregate amount paid by the Parent and the Restricted Subsidiaries during such period in respect
of the Transaction Costs to the extent that such payments are not deducted in calculating Consolidated Net Income.



 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Exchange
Rate” means, on any day, for purposes of determining the Dollar Equivalent of any currency, the rate at which
such other currency may be exchanged into Dollars at the time of determination on such day on the applicable Bloomberg screen (or
another commercially available source providing quotations of such rate as designated by the Administrative Agent from time to
time) for such currency (or to the extent applicable, the rate at which Dollars may be exchanged into such other currency). In
the event that such rate does not appear on such applicable Bloomberg screen (or another commercially available source providing
quotations of such rate as designated by the Administrative Agent from time to time), the Exchange Rate shall be determined by
reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent
and the Borrower (or with respect to calculations to be made by the relevant Issuing Bank, such Issuing Bank and the Borrower),
or, in the absence of such an agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange
of the Administrative Agent (or with respect to calculations to be made by the relevant Issuing Bank, such Issuing Bank) in the
market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about such time
as the Administrative Agent (or with respect to calculations to be made by the relevant Issuing Bank, such Issuing Bank) shall
elect after determining that such rates shall be the basis for determining the Exchange Rate, on such date for the purchase of
Dollars for delivery two Business Days later, provided that if at the time of any such determination, for any reason, no
such spot rate is being quoted, the Administrative Agent may (or with respect to calculations to be made by the relevant Issuing
Bank, such Issuing Bank) use any reasonable method it deems appropriate to determine such rate, and such determination shall be
conclusive absent manifest error.


 






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“Excluded
Affiliate” means any Affiliates of the Lead Arrangers that are engaged as principals primarily in private equity,
mezzanine financing or venture capital or are engaged in the combination of the Company and its subsidiaries with the Parent and
its Subsidiaries, including through the provision of advisory services; provided that notwithstanding anything to the contrary
herein, for purposes of Section 9.12, “Excluded Affiliates” shall not include a limited number of senior employees
who are required, in accordance with industry regulations or the Lead Arrangers’ internal policies and procedures to act
in a supervisory capacity and the Lead Arrangers’ internal legal, compliance, risk management, credit or investment committee
members.


 


“Excluded Information”
has the meaning assigned to such term in Section 2.11(i).


 


“Excluded
Property” means (i) any lease, lease in respect of a Capital Lease Obligation, license, contract, permit, instrument,
security or franchise agreement to which such Loan Party is a party or any property subject to a purchase money security interest,
or any property governed by any such lease, lease in respect of a Capital Lease Obligation to which such Loan Party is a party
and any of its rights or interest thereunder, to the extent, but only to the extent, that a grant of a security interest therein
in favor of the Collateral Agent would, under the terms of such lease, lease in respect of a Capital Lease Obligation, license,
contract, permit, instrument, security or franchise agreement or purchase money arrangement, be prohibited by or result in a violation
of law, rule or regulation or a breach of the terms or a condition of, or constitute a default or forfeiture under, or create a
right of termination in favor of or require a consent (other than the consent of any Loan Party and any such consent which has
been obtained (it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent))
of any other party to, such lease, lease in respect of a Capital Lease Obligation, license, contract, permit, instrument, security
or franchise agreement or purchase money arrangement (except in the case of a lease in respect of a Capital Lease Obligation or
property subject to a Lien permitted pursuant to Sections 6.02(c) (to the extent Liens are of the type described in clause
(e) of Section 6.02), (d) or (e), other than to the extent that any such law, rule, regulation, term,
prohibition, restriction or condition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC
(or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code)
or principles of equity, and other than receivables and proceeds of any of the foregoing the assignment of which is expressly deemed
effective under the UCC or other applicable law notwithstanding such law, rule, regulation, term prohibition or condition); provided
that immediately upon the ineffectiveness, lapse or termination of any such law, rule, regulation, term, prohibition, restriction
or condition the Collateral shall include, and such Person shall be deemed to have granted a security interest in, all such rights
and interests as if such law, rule, regulation, term, prohibition, restriction or condition had never been in effect; (ii) any
of the outstanding Equity Interests issued by a Subsidiary that is a CFC or a CFC Holding Company in excess of 65% of the outstanding
Equity Interests of any such Subsidiary (and any property of such a CFC or CFC Holding Company); (iii) any Equity Interests
or assets of a Person to the extent that, and for so long as such Equity Interests constitute (x) less than 100% of all Equity
Interests of such Person, and the Person or Persons holding the remainder of such Equity Interests are not the Parent or Restricted
Subsidiaries of the Parent or (y) less than 50% of all Equity Interests of such Person, and the Person or Persons holding the remainder
of such Equity Interests are not Loan Parties, (iv) any Equity Interests in and assets of an Unrestricted Subsidiary, an Immaterial
Subsidiary, a Captive Insurance Subsidiary or other special purpose entity; (v) (a) any motor vehicles and other assets subject
to certificates of title, (b) letter of credit rights to the extent not constituting supporting obligations and with a value of
less than $15,000,000 individually (except to the extent a security interest therein can be perfected by the filing of a UCC financing
statement or similar filing in the United Kingdom), and (c) commercial tort claims with a claim value of less than $15,000,000
individually (except to the extent a security interest therein can be perfected by the filing of a UCC financing statement or similar
filing in the United Kingdom); (vi) any “intent-to-use” trademark applications for which a statement of use or an amendment
to allege use has not been filed (but only until such statement or amendment is filed), and solely to the extent, if any, that,
and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability
of, or void, any registration that issues from such intent-to-use application under law; (vii) those assets as to which the Borrower
determines (in consultation with the Administrative Agent) that the obtaining a security interest in or perfection thereof could
result in an adverse tax consequence to the Borrower, the Parent or any Subsidiary of the Parent; (viii) those assets as to which
the Borrower determines (in consultation with the Administrative Agent), that the burden or cost of obtaining a security interest
in or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby; (ix) any
real property leasehold interests (including any requirement to obtain any landlord waivers, estoppels and consents); (x) 
except, in each case, to the extent a security interest therein can be perfected by the filing of a UCC financing statement or
similar filing in the United Kingdom, cash and cash equivalents, deposit and securities accounts (including securities entitlements
and related assets credited thereto) (in each case, other than cash and cash equivalents constituting proceeds of other “Collateral”
as to which the perfection of the security interests in such proceeds is accomplished solely by the filing of a UCC financing statement
or similar filing in the United Kingdom or automatically without any filing or other action) and any other assets requiring perfection
through control  agreements or perfection by “control” or notice of such security or acknowledgement of such security;
(xi) those assets with respect to which the granting of security interests in such assets would be prohibited by any contract
permitted under the terms of this Agreement (not entered into in contemplation thereof with respect to assets that are subject
to such contract), applicable law or regulation (other than to the extent that any such law, rule, regulation, term, prohibition
or condition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision
or provisions) of any relevant jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity,
and other than receivables and proceeds of any of the foregoing the assignment of which is expressly deemed effective under the
UCC or other applicable law notwithstanding such law, rule, regulation, term, prohibition or condition), or would require governmental
or third party (other than any Loan Party) consent, approval, license or authorization or create a right of termination in favor
of any Person (other than any Loan Party) party to any such contract (after giving effect to the applicable anti-assignment provisions
of the UCC or other applicable law other than proceeds and receivables thereof, the assignment of which is expressly deemed effective
under the UCC or other applicable law notwithstanding such prohibition); provided that immediately upon the ineffectiveness,
lapse or termination of any such law, rule, regulation, term, prohibition, condition or provision the Collateral shall include,
and such Person shall be deemed to have granted a security interest in, all such rights and interests as if such law, rule, regulation,
term, prohibition, condition or provision had never been in effect; provided that the exclusions referred to in this clause
(xi) shall not include any proceeds of any such assets except to the extent such proceeds constitute Excluded Property; (xii)
all owned real property not constituting Material Real Property; (xiii) margin stock; and (xiv) any assets of any Person that are
located outside of such Person’s jurisdiction of organization or incorporation that require action under the law of any such
jurisdiction to create or perfect a security interest in such assets, including any intellectual property, other than, in each
case, with respect to the pledge of the Equity Interests of a Loan Party under the laws of the United States or the United Kingdom.
Notwithstanding anything to the contrary, “Excluded Property” shall not include any proceeds, substitutions or replacements
of any “Excluded Property” referred to in clauses (i) through (xiv) (unless such proceeds, substitutions
or replacements would constitute “Excluded Property” referred to in any of clauses (i) through (xiv)).


 






    	37



    	 



    

“Excluded
Subsidiaries” means any Subsidiary of the Parent that is: (a) listed on Schedule 1.02(b) as of the Effective
Date and any Restricted Subsidiary of such Subsidiary; (b) (i) a Foreign Subsidiary (other than a UK Subsidiary), (ii) a CFC or
a CFC Holding Company or a Domestic Subsidiary or a UK Subsidiary of a CFC or a CFC Holding Company, (iii) a Foreign Subsidiary
of a US Loan Party, or (iv) any other Subsidiary with respect to which a guarantee could result in adverse tax consequences to
the Borrower, the Parent or any Subsidiary of the Parent (as reasonably determined by the Borrower), (c) a Joint Venture or a Subsidiary
that is not otherwise a wholly-owned Restricted Subsidiary (other than with respect to directors’ qualifying or nominee shares);
(d) an Immaterial Subsidiary; (e) an Unrestricted Subsidiary; (f) a Captive Insurance Subsidiary or other special purpose entity;
(g) not-for-profit Subsidiary; (h) prohibited by applicable Requirement of Law or contractual obligation from guaranteeing or granting
Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any
Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited
due to a contractual obligation, such contractual obligation shall have been in place at the Effective Date or at the time such
Subsidiary became a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted
Subsidiary); provided that each such Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause
(h) if such consent, approval, license or authorization has been obtained; (i) with respect to which the Borrower and the Administrative
Agent reasonably agree that the cost or other consequences (including adverse tax consequences) of providing a guaranty of the
Secured Obligations outweigh the benefits to the Lenders; (j) a Restricted Subsidiary acquired pursuant to an Acquisition financed
with secured Indebtedness permitted to be incurred under Section 6.01 and each Restricted Subsidiary that is a Subsidiary
thereof to the extent such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor; provided
that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (j) if such
secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to Guarantee such secured Indebtedness
or such prohibition no longer exists, as applicable; (k) a Securitization Subsidiary; or (l) a Subsidiary that does not have the
legal capacity to provide a guarantee of the Secured Obligations (provided that the lack of such legal capacity does not
arise from any action or omission of Borrower or any other Loan Party), in each case other than any Electing Guarantor for so long
as such entity is an Electing Guarantor.


 


“Excluded Swap
Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of
the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest pursuant to the Security Documents to
secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any
rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof)
by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined
in the Commodity Exchange Act at the time the Guaranty of such Guarantor or the grant of such security interest would otherwise
have become effective with respect to such related Swap Obligation but for such Guarantor’s failure to constitute an “eligible
contract participant” (determined after giving effect to Section 1(d) of the Subsidiary Guaranty) at such time.


 






    	38



    	 



    

“Excluded
Taxes” means, with respect to any Recipient:


 


(a)Taxes
imposed on or measured by such Recipient’s overall net income or profits, and franchise or capital Taxes imposed in lieu
of overall net income or profits Taxes, as a result of a present or former connection between the Recipient and the jurisdiction
of the Governmental Authority imposing such Tax (other than any such connection arising solely from such Recipient having executed,
delivered, enforced, become a party to, performed its obligations, received payments, received or perfected a security interest
under, and/or engaged in any other transaction pursuant to, any Loan Document);


 


(b)any
branch profits Taxes imposed under Section 884(a) of the Code, or any similar Tax, imposed by any jurisdiction described in clause
(a);


 


(c)any
United States federal withholding Taxes that are imposed on a Recipient pursuant to a law enacted or in effect at the time such
Recipient becomes a party to this Agreement (or designates a new lending office) except (i) to the extent that such Recipient (or
its assignor, if any) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional
amounts from any Loan Party with respect to such withholding Tax pursuant to Section 2.17 of this Agreement or (ii) if such
Recipient is an assignee pursuant to a request by the Borrower under Section 2.19;


 


(d)any
withholding Taxes attributable to a Recipient’s failure to comply with Section 2.17(e) or Section 2.17(g),
as applicable; and


 


(e)any
Taxes imposed under FATCA.


 


“Existing
Letters of Credit” means each letter of credit or bank guaranty or indemnity previously issued or deemed issued
for the account of, or guaranteed by, the Parent or any of the Restricted Subsidiaries that is outstanding on the Effective Date
and set forth on Schedule 1.03.2


 


“Extending Lenders”
has the meaning set forth in Section 2.24(a)(ii).


 


“Extended Revolving
Commitment” has the meaning set forth in Section 2.24(a)(i).


 


“Extending Revolving
Loan Lender” has the meaning set forth in Section 2.24(a)(i).


 


“Extended Revolving
Loans” has the meaning set forth in Section 2.24(a).


 


“Extending Term
Lender” has the meaning set forth in Section 2.24(a)(ii).





 






		2	Definition to be modified prior to the Effective Date as may be reasonable agreed by the Administrative
Agent and the Borrower to address any Letters of Credit of the Company and its Subsidiaries outstanding immediately prior to the
Acquisition Closing Date.



 



 






    	39



    	 



    

“Extended Term
Loans” has the meaning set forth in Section 2.24(a)(ii).


 


“Extension”
has the meaning set forth in Section 2.24(a).


 


“Extension Amendment”
means an amendment to this Agreement in form reasonably satisfactory to the Borrower executed by each of (a) the Parent, Holdco
and the Borrower and (b) each Extending Revolving Loan Lender and Extending Term Lender, as the case maybe, in connection with
any Extension.


 


“Extension Offer”
has the meaning set forth in Section 2.24(a).


 


“FATCA”
means Sections 1471 through 1474 of the Code as of the Closing Date (or, solely with respect to the Lenders with respect to the
Tranche B-3 Term Loans and Euro Tranche Term Loans, the Escrow Funding Date) (or any amended or successor version that is substantively
comparable), any current or future Treasury regulations or official administrative interpretations thereof any applicable agreements
entered into pursuant to Section 1471(b)(1) of the Code, and any applicable intergovernmental agreements (and related official
guidance) with respect to the foregoing.


 


“FCA”
means the UK Financial Conduct Authority.


 


“Federal
Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100
of 1%) of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the
next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate
for such day shall be the average rate (rounded upward, if necessary, to the next 1/100 of 1%) on such day on such transactions
as determined by the Administrative Agent.


 


“Financial
Officer” of any Person means the chief financial officer, vice president of finance, principal accounting officer
or treasurer of such Person (or, in the case of any Person that is a Foreign Subsidiary, a director of such Person).


 






    	40



    	 



    

“First Lien
Indebtedness” means Total Indebtedness that is not subordinated in right of payment to the Initial Term Loans and the
Initial Revolving Loans and is secured by a Lien, except by a Lien that is junior to the Lien securing the Obligations. For the
avoidance of doubt, First Lien Indebtedness includes, without limitation, any First Lien Senior Secured Notes, the Initial Term
Loans and the Initial Revolving Loans.


 


“First Lien
Leverage Ratio” means the ratio, as of the last day of any fiscal quarter, of (i) First Lien Indebtedness as of
such day (net of unrestricted cash and Cash Equivalents of the Parent and its Restricted Subsidiaries as of such day) to (ii) Consolidated
EBITDA of the Parent and its Restricted Subsidiaries for the period of four consecutive fiscal quarters ending on such date for
which financial statements have been furnished pursuant to Section 9 of Amendment No. 3 or Section 5.01, as applicable.


 


“First Lien
Senior Secured Notes” means Additional Term Notes, Term Loan Exchange Notes, Unrestricted Additional Term Notes or Refinancing
Notes, in each case that is not subordinated in right of payment to the Initial Term Loans and the Initial Revolving Loans and
is secured by a Lien except by a Lien that is junior to the Lien securing the Obligations.


 


“Flood Hazard
Property” means an Additional Mortgaged Property located in an area designated by the Federal Emergency Management Agency
as having special flood or mud slide hazards.


 


“Foreign Disposition”
has the meaning assigned to such term in Section 2.11(f).


 


“Foreign Plan”
means each defined benefit plan (within the meaning of Section 3(35) of ERISA, whether or not subject to ERISA) that is maintained
by or for which liability would be incurred by any Loan Party or Restricted Subsidiary on behalf of employees located outside the
United States and which is subject to the law of any jurisdiction outside the United States.


 


“Foreign Prepayment
Event” has the meaning assigned to such term in Section 2.11(f).


 


“Foreign
Subsidiary” means any Subsidiary that is organized or incorporated under the laws of a jurisdiction other than
the United States of America, any state thereof or the District of Columbia.


 


“FSMA”
means the UK Financial Services and Markets Act 2000.


 


“GAAP”
means, subject to the limitations set forth in Section 1.04, generally accepted accounting principles in the United States
of America as in effect from time to time.


 


“Governing Body”
means the board of directors or other body having the power to direct or cause the direction of the management and policies of
a Person that is a corporation, company, partnership, trust, limited liability company, association, Joint Venture or other business
entity.


 






    	41



    	 



    

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


 


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


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent
or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation
of any other Person (the “primary obligor”) in any manner, whether
directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose
of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued
to support such Indebtedness or obligation; provided that the term “Guarantee”
shall not include (x) endorsements for collection or deposit in the ordinary course of business and (y) standard contractual indemnities
or product warranties provided in the ordinary course of business; and provided further that the amount of any Guarantee
shall be deemed to be the lower of (i) an amount equal to the stated or determinable amount of the primary obligation in respect
of which such Guarantee is made and (ii) the maximum amount for which such guaranteeing Person may be liable pursuant to the terms
of the instrument embodying such Guarantee or, if such Guarantee is not an unconditional guarantee of the entire amount of the
primary obligation and such maximum amount is not stated or determinable, the amount of such guaranteeing Person’s maximum
reasonably anticipated liability in respect thereof as determined by such Person in good faith. The term “Guaranteed”
has a meaning correlative thereto.


 


“Guaranties”
means Parent Companies Guaranty, the Subsidiary Guaranty and any other guaranty of the Secured Obligations in form and substance
reasonably acceptable to the Administrative Agent and the Borrower and each, a “Guaranty.”


 


“Guarantors”
means collectively, all US Loan Parties (other than the Borrower with respect to its Secured Obligations) and all UK Loan Parties,
and each, a “Guarantor.”


 


“Hazardous
Materials” means all explosive or radioactive substances, materials or wastes and all hazardous or toxic substances,
materials, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances, materials or wastes of any nature
regulated pursuant to any Environmental Law.


 


“Historical
Financial Statements” means, collectively, the Micro Focus Historical Financial Statements and the Seattle Historical
Financial Statements, and each, an “Historical Financial Statement.”


 


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


 


“Houston”
has the meaning assigned to such term in the recitals to this Agreement.


 






    	42



    	 



    

“IFRS”
means, subject to the limitations set forth in Section 1.04, the International Financial Reporting Standards as adopted
by the European Union, interpreted by the IFRS Interpretations Committee and prepared in accordance with the Companies Act 2006
applicable to companies reporting under IFRS.


 


“Immaterial
Subsidiary” means, at any date of determination, any Restricted Subsidiary of the Parent (other the Borrower and
any Subsidiary of the Parent that directly or indirectly owns Equity Interests in the Borrower); provided that (a) for purposes
of this Agreement, at no time shall (i) the consolidated total assets of any individual Immaterial Subsidiary or all Immaterial
Subsidiaries in the aggregate as of the last day of the then most recent fiscal year of the Parent for which financial statements
have been delivered equal or exceed 5.0% individually or 7.5% in the aggregate of the Consolidated Total Assets of the Parent and
the Restricted Subsidiaries at such date, determined on a Pro Forma Basis or (ii) the consolidated revenues (other than revenues
generated from the sale or license of property between any of the Parent and its Restricted Subsidiaries) of any individual Immaterial
Subsidiary or all Immaterial Subsidiaries in the aggregate for the then most recent fiscal year of the Parent for which financial
statements have been delivered equal or exceed 5.0% individually or 7.5% in the aggregate of the consolidated revenues (other than
revenues generated from the sale or license of property between any of the Parent and its Restricted Subsidiaries) of the Parent
and the Restricted Subsidiaries for such period, determined on a Pro Forma Basis and (b) if, as of the date the financial statements
for any fiscal year of the Parent are delivered or required to be delivered pursuant to Section 5.01(a), the consolidated
assets or revenues of any or all Restricted Subsidiaries so designated by the Borrower as one or more “Immaterial
Subsidiaries” shall have, as of the last day of such fiscal year, exceeded the limits set forth in clause (a)
above, then within 10 Business Days (or such later date as agreed by the Administrative Agent in its reasonable discretion) after
the date such financial statements are so delivered (or so required to be delivered), the Borrower shall redesignate one or more
Immaterial Subsidiaries, such that, as a result thereof, the consolidated assets and revenues of any individual Restricted Subsidiary
or all Restricted Subsidiaries in the aggregate, as applicable, that are still designated as “Immaterial
Subsidiaries” do not exceed such limits. Upon any such Restricted Subsidiary ceasing to be an Immaterial Subsidiary
pursuant to the preceding sentence, such Restricted Subsidiary, to the extent not otherwise qualifying as an Excluded Subsidiary,
shall comply with Section 5.11, to the extent applicable.


 


“Incremental
Commitment” means, collectively, the Incremental Revolving Commitment and the Incremental Term Commitment.


 


“Incremental
Facility” has the meaning assigned to such term in Section 2.20(a).


 


“Incremental
Facility Amendment” has the meaning assigned to such term in Section 2.20(d).


 


“Incremental
Loans” means, collectively, the Incremental Revolving Loans and the Incremental Term Loans.


 






    	43



    	 



    

“Incremental
Revolving Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make an Incremental
Revolving Loan under any Incremental Facility Amendment with respect thereto, expressed as an amount representing the maximum principal
amount of the Incremental Revolving Loans to be made by such Lender under such Incremental Facility Amendment, as such commitment
may be (a) reduced pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or
to such Lender pursuant to Section 9.04 or as otherwise set forth herein.


 


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


 


“Incremental
Revolving Lender” has the meaning assigned to such term in Section 2.20(e).


 


“Incremental
Revolving Loan” means a Loan made under an Incremental Revolving Facility.


 


“Incremental
Term Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make an Incremental
Term Loan under any Incremental Facility Amendment with respect thereto, expressed as an amount representing the maximum principal
amount of the Incremental Term Loans to be made by such Lender under such Incremental Facility Amendment, as such commitment may
be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments
by or to such Lender pursuant to Section 9.04 or as otherwise set forth herein.


 


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


 


“Incremental
Term Loan” means a Loan made under an Incremental Term Facility.


 


“Incurrence
Incremental First Lien Indebtedness” has the meaning assigned to such term in Section 2.20(a).


 






    	44



    	 



    

“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other
title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred
purchase price of property or services, (e) all obligations of the type described in clauses (a), (b), (c), (d), (f), (g), (h),
(i), (j) or (k) of this definition of “Indebtedness” of others secured by (or for which the holder of such Indebtedness
has an existing unconditional right to be secured by) any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed by such Person, (f) all Guarantees by such Person of obligations of the type described
in clauses (a), (b), (c), (d), (e), (g), (h), (i), (j) or (k) of this definition of “Indebtedness” of others, (g) the
principal component of Capital Lease Obligations of such Person, (h) all reimbursement obligations of such Person as an account
party in respect of letters of credit and letters of guaranty (except to the extent such letters of credit, or letters of guaranty
relate to trade payables and such outstanding amounts are satisfied within 30 days of incurrence), (i) all reimbursement obligations,
of such Person in respect of bankers’ acceptances (except to the extent such bankers’ acceptances relate to trade payables
and such outstanding amounts are satisfied within 30 days of incurrence), (j) all obligations of such Person, contingent or otherwise,
to purchase, redeem, retire or otherwise acquire for value any Disqualified Equity Interests of such Person to the extent that
such purchase, redemption, retirement or other acquisition is required to occur on or prior to the Latest Maturity Date in effect
at the time of issuance of such Equity Interests (other than as a result of a Change in Control, asset sale or similar event),
and (k) to the extent not otherwise included in this definition, net obligations of such Person under Swap Obligations (the amount
of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation
that would be payable by such Person at the termination of such agreement or arrangement; provided, however, that
(A) intercompany Indebtedness and (B) obligations constituting non-recourse Indebtedness shall only constitute “Indebtedness”
for purposes of Section 6.01 and not for any other purpose hereunder). The Indebtedness of any Person shall include the
Indebtedness of 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 such entity, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor. Notwithstanding the foregoing, in no event shall the following constitute Indebtedness: (v) amounts
owed to dissenting stockholders in connection with, or as a result of, their exercise of appraisal rights and the settlement of
any claims or actions (whether actual, contingent or potential) with respect thereto (including any accrued interest), with respect
to the Transactions, (w) trade accounts payable, deferred revenues, liabilities associated with customer prepayments and deposits
and any such obligations incurred under ERISA, and other accrued obligations (including transfer pricing), in each case incurred
in the ordinary course of business, (x) operating leases, (y) customary obligations under employment agreements and deferred compensation
and (z) deferred revenue and deferred tax liabilities. Notwithstanding the foregoing, the term “Indebtedness”
shall not include contingent post-closing purchase price adjustments, non-compete or consulting obligations or earn-outs to which
the seller in an Acquisition or Investment may become entitled. The amount of Indebtedness of any Person for purposes of clause
(e) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (i) the aggregate
unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person
in good faith.


 


“Indemnified
Taxes” means (a) all Taxes other than Excluded Taxes and (b) Other Taxes.


 


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


 


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


 


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


 


“Initial Revolving
Borrowing” means one or more borrowings of Revolving Loans or issuances or deemed issuances of Letters of Credit on the
Effective Date.


 






    	45



    	 



    

“Initial Revolving
Commitments” means the Revolving Commitments of the Revolving Lenders as of the Effective Date. The initial aggregate
principal of the Lender’s Revolving Commitments on the Effective Date is $500,000,000.


 


“Initial Revolving
Loan” means a Revolving Loan made by a Lender to Borrower in respect of an Initial Revolving Commitment pursuant to Section
2.01(b).


 


“Initial
Seattle Term Loans” has the meaning specified in the Seattle Credit Agreement.


 


“Initial Term
Commitments” means, collectively, the Tranche B-2 Term Commitment, the Tranche B-3 Term Commitment and the Euro Tranche
Term Commitment.


 


“Initial Term
Loans” means the term loans made, rolled over and continued and/or converted and deemed issued and outstanding on the
Effective Date pursuant to Section 2.01(a) pursuant to the Tranche B-2 Term Commitments, the Tranche B-3 Term Commitments
and the Euro Tranche Term Commitments.


 


“Intellectual
Property” has the meaning assigned to such term in the US Collateral Agreement and/or the UK Collateral Agreement,
as applicable.


 


“Intercompany
License Agreement” means any cost sharing agreement, commission or royalty agreement, license or sub-license agreement,
distribution agreement, services agreement, intellectual property rights transfer agreement or any related agreements, in each
case where all the parties to such agreement are one or more of the Parent or a Restricted Subsidiary.


 


“Interest
Election Request” means a request by the Borrower to convert or continue a Revolving Loan Borrowing or Term Loan
Borrowing in accordance with Section 2.07.


 


“Interest
Payment Date” means (a) with respect to any ABR Loan (including a Swingline Loan), the last day of each April,
July, October and January and (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three
months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’
duration after the first day of such Interest Period.


 


“Interest
Period” means, with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing
and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter (or twelve
months thereafter or any duration shorter than one month thereafter if, at the time of the Borrowing or conversion or continuation
thereof, all Lenders participating therein agree to make an interest period of such duration available), as the Borrower may elect,
or, if the Administrative Agent and the Borrower agrees, such other period whose end would coincide with a payment due date on
the Term Loans pursuant to Section 2.10 or the payment under Swap Obligations; provided that (a) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day
unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on
the preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business
Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date
on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such
Borrowing.


 






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“Investment”
means (i) any purchase or other acquisition by the Parent or any of the Restricted Subsidiaries of, or of a beneficial interest
in, any Equity Interests or Indebtedness of any other Person (including any Subsidiary) and (ii) any loan or advance constituting
Indebtedness of such other Person (other than trade or accounts receivable, trade credit, advances to officers, directors, members
of management and employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary
course of business) or capital contribution by the Parent or any of the Restricted Subsidiaries to any other Person (including
any Subsidiary); provided that, in the event that any Investment is made by the Parent or any Restricted Subsidiary in any
Person through substantially concurrent interim transfers of any amount through any other Restricted Subsidiaries, then such other
substantially concurrent interim transfers shall be disregarded for purposes of Section 6.04. The amount of any Investment
outstanding as of any time shall be the original cost of such Investment (which, in the case of any Investment constituting the
contribution of an asset or property, shall be based on the Parent’s good faith estimate of the fair market value of such
asset or property at the time such Investment is made) plus the cost of all additions thereto, without any adjustments for increases
or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment, less all Returns received by the
Parent or any Restricted Subsidiary in respect thereof.


 


“IRS”
means the United States Internal Revenue Service.


 


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


 


“Issuing
Bank” means, as the context may require, (a) (i) JPMorgan Chase Bank, N.A. and (ii) any other Revolving Lender
selected by the Borrower that agrees to be an Issuing Bank, each in its capacity as the issuer of Letters of Credit hereunder,
and its successors in such capacity as provided in Section 2.05(k), and (b) with respect to each Existing Letter of Credit,
any Lender that, or any Lender whose Affiliate, issued such Existing Letter of Credit. Any Issuing Bank may, with the consent of
the Borrower, arrange for one or more Letters of Credit to be issued by an Affiliate of such Issuing Bank, in which case the term
“Issuing Bank” shall include any such Affiliate with respect to Letters
of Credit issued by such Affiliate. At any time the Borrower shall have the right to select the applicable Issuing Bank. “Issuing
Bank” means, as appropriate, the relevant Issuing Bank or any or all of the Issuing Banks.


 


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


 


“Judgment Currency”
has the meaning assigned to such term in Section 9.17.


 


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


 






    	47



    	 



    

“LC
Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of Credit. The amount of any LC Disbursement
made by the Issuing Bank in Euros or other Alternative Currency and not reimbursed by the Borrower shall be determined as set forth
in Section 2.05(e).


 


“LC
Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit
denominated in Dollars at such time, (b) the Dollar Equivalent of the aggregate undrawn amount of all outstanding Letters of Credit
denominated in Euros or other Alternative Currency at such time, (c) the aggregate amount of all LC Disbursements made in Dollars
that have not yet been reimbursed by or on behalf of the Borrower at such time and (d) the Dollar Equivalent of the aggregate amount
of all LC Disbursements made in Euros or other Alternative Currency that have not yet been reimbursed by or on behalf of the Borrower
at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure
at such time.


 


“LC
Sublimit” means $75,000,000 as such amount may be modified from time to time in accordance with the terms hereof.


 


“Lead Arrangers”
means JPMorgan Chase Bank, N.A., Barclays Bank PLC, HSBC Securities (USA) Inc., The Royal Bank of Scotland plc and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, each in its capacity as a joint lead arranger and as joint bookrunner in respect of the
credit facilities provided herein. The Lead Arrangers are sometimes also referred to herein as the “Arrangers.”


 


“Lender
Counterparty” means any counterparty to a Secured Swap Agreement or Secured Cash Management Agreement.


 


“Lenders”
means the Persons who are “Lenders” under this Agreement on the Effective Date, any Additional Lenders, any Additional
Refinancing Lenders and any other Person that shall have become a party hereto as a Lender pursuant to Section 9.04, other
than any such Person that ceases to be a party hereto pursuant to Section 9.04. Unless the context otherwise requires, the
term “Lenders” includes the Swingline Lender.


 


“Letter
of Credit” means (a) any standby letter of credit issued pursuant to this Agreement (including each Existing Letter
of Credit) or (b) any guarantee, indemnity or other instrument, in each case in a form requested by the Borrower and agreed by
the applicable Issuing Bank.


 






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“Letter of Credit
Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from
time to time in use by the Issuing Bank.


 


“Letter of Credit
Expiration Date” means the day that is five (5) Business Days prior to the Revolving Maturity Date (or, if such day is
not a Business Day, the immediately preceding Business Day).


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, charge, assignment by way of security, hypothecation,
security interest or similar encumbrance given in the nature of a security interest in, on or of such asset and (b) the interest
of a vendor or a lessor under any conditional sale agreement, capital or finance lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing) relating to such asset.


 


“Limited Condition
Transaction” shall mean (i) any acquisition or investments and (ii) any redemption, repurchase, defeasance, satisfaction
and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance,
satisfaction and discharge or repayment.


 


“Listing Rules”
means the latest edition of the “Listing Rules” made by the FCA under Part VI of the FSMA.


 


“Loan
Documents” means this Agreement (including any amendment hereto), each Incremental Facility Amendment, each Refinancing
Amendment, the Pari Passu Intercreditor Agreement, the Second Lien Intercreditor Agreement (if any) and the Security Documents.


 


“Loan
Parties” means, collectively, all US Loan Parties and UK Loan Parties, and each individually, a “Loan
Party.”


 


“Loans”
means the Term Loans, the Revolving Loans, the Swingline Loans and any other loans made by any Lenders to the Borrower pursuant
to this Agreement, any Incremental Facility Amendment, Extension Amendment, any Refinancing Amendment or amendment in respect of
Replacement Term Loans.


 


“Margin
Stock” has the meaning assigned thereto in Regulation U of the Board.


 


“Material
Adverse Effect” means (a) on the Effective Date, a Seattle Material Adverse Effect or (b) after the Effective
Date, a material and adverse effect on (i) the business, results of operations or financial condition of the Parent and its Restricted
Subsidiaries, taken as a whole or (ii) the remedies available to the Administrative Agent and the Lenders under the Loan Documents,
taken as a whole.


 


“Material
Indebtedness” means any Indebtedness (other than the Loans and Letters of Credit) of the Parent or any Restricted
Subsidiary an outstanding principal amount exceeding $125,000,000 at such time.


 






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“Material
Real Property” means any parcel of real property and improvements thereto owned in fee simple by a Loan Party
and which has a fair market value (estimated in good faith by the Borrower or such other Loan Party) in excess of $60,000,000 as
of the time such property is acquired (or, (x) if such property is owned by a Person at the time it becomes a Loan Party pursuant
to Section 5.11, as of such date and (y) if such Property is owned by a Loan Party as of the Effective Date); provided,
however, the term “Material Real Property” shall not include
any Excluded Property.


 


“Material
Subsidiary” shall mean, at any date of determination, each Restricted Subsidiary of the Parent that is not an
Immaterial Subsidiary.


 


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


 


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


 


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


 


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


 


“Miami Material
Adverse Effect” has the meaning specified in the Merger Agreement.


 


“Micro Focus
Historical Financial Statements” means (i) the audited consolidated statement of financial position of the Parent and
its subsidiaries as at April 30, 2015 and April 30, 2016, and to the extent the Effective Date is at least 120 days after April
30, 2017, as at April 30, 2017, and the related audited consolidated statements of comprehensive income and cash flows of the Parent
and its subsidiaries for the years ended April 30, 2015 and April 30, 2016, and to the extent the Effective Date is at least 120
days after April 30, 2017, for the year ended April 30, 2017 and (ii) the unaudited consolidated statement of financial position
of the Parent and its subsidiaries for the six (6) month period of the Parent ended October 31, 2016 or to the extent the Effective
Date is at least 45 days after October 31, 2017, October 31, 2017, and the related unaudited consolidated statement of comprehensive
income of the Parent and its subsidiaries for the six (6) month period of the Parent then ended.


 


“Midco”
means Micro Focus Midco Limited, a company organized under the laws of England and Wales.


 


“Minimum Extension
Condition” has the meaning set forth in Section 2.24(b).


 


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


 


“Mortgages”
means, collectively, the UK Mortgages and the US Mortgages.


 


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


 






    	50



    	 



    

“Mortgaged
Property” means, each parcel of Material Real Property owned by a Loan Party respect to which a Mortgage is granted
pursuant to Section 5.11 or Section 5.12.


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Nationally
Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the
meaning of Rule 436 under the Securities Act.


 


“Net Proceeds”
means, with respect to any event, (a) the cash proceeds received in respect of such event, including (x) in the case of a Disposition
of an asset (including pursuant to a Sale Leaseback transaction or a casualty or a condemnation or similar proceeding), any cash
received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant
to a note or installment receivable or purchase price adjustment or earn-out, but excluding any reasonable interest payments),
but only as and when received, (y) in the case of a casualty, cash insurance proceeds, and (z) in the case of a condemnation or
similar event, cash condemnation awards and similar payments received in connection therewith, minus (b) the sum of (i)
all reasonable fees and expenses (including commissions, discounts, transfer taxes and legal, accounting and other professional
and transactional fees) paid or payable by the Parent and the Restricted Subsidiaries to third parties in connection with such
event, (ii) in the case of a Disposition of an asset (including pursuant to a Sale Leaseback transaction or a casualty or a condemnation
or similar proceeding), the amount of payments made or required to be made in respect of Indebtedness (other than Loans and Seattle
Term Loans) secured by such asset or otherwise subject to mandatory prepayment (other than under this Agreement or the Seattle
Credit Agreement) as a result of such event, or which by applicable law be repaid out of the proceeds of such Disposition, casualty,
condemnation or similar proceeding, (iii) the amount of all Taxes (or Restricted Payments in respect of such Taxes), including
as a result of the repatriation of funds, paid (or reasonably estimated to be payable or accrued as a liability under IFRS) by
the Parent and the Restricted Subsidiaries or any affiliate thereof as a result of such event, (iv) the amount of any reserves
established by the Parent or the applicable Restricted Subsidiaries to fund liabilities estimated to be payable as a result of
such event (as determined in good faith by the applicable Responsible Officer of the Parent or such Restricted Subsidiary), (v)
in the case of any Disposition or casualty or condemnation or similar proceeding by a non-wholly owned Restricted Subsidiary, the
pro rata portion of the Net Proceed thereof (calculated without regard to this clause (v)) attributable to minority
interests and not available for distribution to or for the account of the Parent or a wholly owned Restricted Subsidiary as a result
thereof and (vi) any funded escrow established pursuant to the documents evidencing any such sale or disposition to secure any
indemnification obligations or adjustments to the purchase price associated with any such sale or disposition.


 


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


 


“Nonrenewal
Notice Date” has the meaning specified in Section 2.05(c).


 


“Note”
means a Term Note or a Revolving Note, as the context may require.


 






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“Obligations”
means all obligations of every nature of each Loan Party, including obligations from time to time owed to the Administrative Agent,
the Collateral Agent, any Arranger, any other Agent, the Issuing Bank, the Swingline Lender, the Lenders or any of them, arising
under any Loan Document, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy
with respect to such Loan Party, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party
for such interest in the related bankruptcy proceeding), prepayment premiums, reimbursement of amounts drawn under Letters of Credit,
fees (including fees and expenses which, but for the filing of a petition in bankruptcy with respect to such Loan Party, would
have accrued on any Obligation, whether or not a claim is allowed against such Loan Party for such fees and expenses in the related
bankruptcy proceeding), expenses, indemnification or otherwise; provided that for the avoidance of doubt, the “Obligations”
of any Loan Party shall not include any Excluded Swap Obligations of such Loan Party.


 


“OFAC”
has the meaning set forth in Section 3.19(a).


 


“Organizational
Documents” of any Person means the charter, constitution, memorandum and articles of association, articles and/or
certificate of organization or incorporation and bylaws or other organizational or governing or constitutive documents of such
Person.


 


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


 


“Other
Revolving Commitments” means, with respect to each Additional Refinancing Lender, the commitment, if any, of such
Additional Refinancing Lender to make one or more Classes of Other Revolving Loans under any Refinancing Amendment, expressed as
an amount representing the maximum principal amount of the Other Revolving Loans to be made by such Lender under such Refinancing
Amendment, as such commitment may be (a) reduced pursuant to Section 2.08 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04 or as otherwise set forth herein.


 


“Other
Revolving Loans” means the Revolving Loans made pursuant to any Other Revolving Commitment.


 


“Other
Taxes” means any and all present or future recording, stamp, documentary, excise, transfer, sales, property, intangible,
filing or similar Taxes, charges or levies arising from any payment made under any Loan Document or from the execution, delivery,
performance, registration or enforcement of, or from the registration, receipt or perfection of a security interest under, or otherwise
with respect to, any Loan Document.


 


“Other
Term Commitments” means, with respect to each Additional Refinancing Lender, the commitment, if any, of such Additional
Refinancing Lender to make one or more Classes of Other Term Loans under any Refinancing Amendment, expressed as an amount representing
the maximum principal amount of the Other Term Loans to be made by such Lender under such Refinancing Amendment, as such commitment
may be (a) reduced pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or
to such Lender pursuant to Section 9.04 or as otherwise set forth herein.


 






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“Other
Term Loans” means one or more Classes of Term Loans made pursuant to or that result from a Refinancing Amendment.


 


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


 


“Parent Companies
Guaranty” means that certain Parent Companies Guaranty dated November 20, 2014 as it may be from time to time amended,
restated, amended and restated, supplemented or otherwise modified, among the Parent, Midco and Holdco and the Collateral Agent,
together with each supplement to the Parent Companies Guaranty in respect of the Obligations delivered pursuant to Section 5.11.


 


“Parent Entity”
means any holding companies established by any Permitted Holder for purposes of holding its investment in the Parent.


 


“Pari
Passu Intercreditor Agreement” means (i) the Intercreditor Agreement, to be entered into on or after the Acquisition
Closing Date (but in any event, on or before the date described on Schedule 5.163
hereof, or such later date as may be agreed to by the Administrative Agent in its reasonable discretion), by and among the Parent,
Holdco, the Borrower, the Collateral Agent, the Seattle Agent and the representatives for purposes thereof for holders of one of
more classes of Indebtedness and (ii) any other Intercreditor Agreement substantially in the form of Exhibit K-1 (with (A) any
immaterial changes and (B) changes implementing extensions of credit permitted under this Agreement, in each case in form and substance
reasonably satisfactory to the Borrower, the Administrative Agent and/or Collateral Agent).


 


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


 


“Participant
Register” has the meaning specified in Section 9.04(c).


 


“Participating
Member State” means each state so described in any EMU Legislation.


 


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


 


“Patriot
Act” has the meaning assigned to such term in Section 9.14.


 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.





 






		3	To include requirement to deliver Pari Passu Intercreditor Agreement within 2 business days in
order for the Miami and Seattle Facilities to benefit from identical pari passu guarantors and security.



 



 






    	53



    	 



    

“Permitted
Acquisition” means any Acquisition by the Parent or any Restricted Subsidiary if (a) at the time of execution
of a binding agreement in respect of such Acquisition, no Event of Default under Sections 7.01(a), 7.01(b), 7.01(h)
or 7.01(i), has occurred and is continuing or would result therefrom, (b) all actions required to be taken with respect
to such acquired or newly formed Restricted Subsidiary (other than any Excluded Subsidiary) or such acquired assets (other than
Excluded Property) under Section 5.11 and Section 5.12 will be taken in accordance therewith (to the extent required)
and (c) after giving effect to such Acquisition, the Parent and its Restricted Subsidiaries are in compliance with Section 5.14.


 


“Permitted
Debt Exchange” has the meaning specified in Section 2.25(a).


 


“Permitted
Debt Exchange Offer” has the meaning specified in Section 2.25(a).


 


“Permitted
Encumbrances” means:


 


(a)Liens
imposed by law for taxes, assessments or other governmental charges or levies that are not yet due or delinquent, are not more
than 60 days overdue, are not required to be paid pursuant to Section 5.05 or are being contested in compliance with Section
5.05;


 


(b)carriers’,
warehousemen’s, supplier’s, construction contractor’s, workmen, mechanics,’ materialmen’s, repairmen’s,
landlords’ and other like Liens imposed by law or contract, arising in the ordinary course of business and securing obligations
(i) that are not yet due or (ii) (x) that are not overdue by more than 60 days, (y) are not required to be paid pursuant to Section
5.05 or (z) are being contested in compliance with Section 5.05;


 


(c)Liens,
pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance
and other social security laws or regulations (and obligations in respect of letters of credit or bank guarantees that have been
posted to support payment of the items);


 


(d)(i)
Liens, pledges and deposits to secure the performance of bids, government contracts, trade contracts (other than for borrowed money),
leases, statutory obligations, deductibles, co-payment, co-insurance, retentions, premiums, reimbursement obligations or similar
obligations to providers of insurance, self-insurance or reinsurance obligations, surety, stay, customs and appeal or similar bonds,
performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations)
and other similar obligations and (ii) obligations in respect of letters of credit or bank guarantees that have been posted to
support payment of the items set forth in clause (i) of this section (d);


 


(e)attachment
or judgment Liens in respect of judgments or decrees that do not constitute an Event of Default under Section 7.01(j);


 


(f)(i)
easements, zoning restrictions, rights-of-way, encroachments, minor defects or irregularities in title and similar encumbrances
on real property imposed by law or arising in the ordinary course of business and that either (x) individually or in the aggregate
do not materially interfere with the ordinary conduct of business of the Parent and its Restricted Subsidiaries, taken as a whole
or (y) are described in a mortgage policy of title insurance or survey with respect to any real property and (ii) Liens on real
property in Canada that constitute a reservation in any original grant from the Crown;


 






    	54



    	 



    

(g)customary
rights of first refusal and tag, drag and similar rights in Joint Venture agreements;


 


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


 


(i)with
respect to any Foreign Subsidiary, other Liens and privileges arising mandatorily by any Requirement of Law.


 


“Permitted Holders”
means the Equity Investors and their respective Affiliates.


 


“Permitted First
Priority Replacement Debt” means any secured Indebtedness (including any Registered Equivalent Notes) incurred by the
Borrower and/or the other Loan Parties in the form of one or more series of senior secured notes or senior secured loans (or revolving
commitments in respect thereof, with the revolving commitments deemed loans in the full amount of such commitment); provided
that (i) such Indebtedness may only be secured by assets consisting of Collateral on a pari passu basis (but without regard
to the control of remedies) with the Initial Term Loans and/or Initial Revolving Commitments, (ii) such Indebtedness satisfies
the requirements set forth in clauses (w) through (z) of the definition of “Credit Agreement Refinancing Indebtedness,”
(iii) such secured notes do not require any scheduled payment of principal or mandatory redemption or redemption at the option
of the holders thereof (except for redemptions in respect of asset sales (which may be offered to prepay such notes or loans in
accordance with Section 2.11(c)), changes in control or similar events (which may be offered to prepay such notes or loans
in accordance with Section 2.11(c)) and AHYDO Catch-Up Payments) prior to the Latest Maturity Date in effect as of the time
such secured notes are incurred, and (v) the secured parties thereunder, or a trustee or collateral agent or other Senior Representative
on their behalf, shall have become a party to the Pari Passu Intercreditor Agreement or other customary intercreditor agreement
with the Administrative Agent and/or Collateral Agent substantially consistent with the terms set forth on Exhibit K-1 annexed
hereto together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this
Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being
understood that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior
Liens may secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing
Obligations), which shall be entered into or shall be amended prior to or concurrently with the first issuance of Permitted First
Priority Replacement Debt in accordance with the terms thereof to provide for the sharing of the Collateral on a pari passu
basis among the holders of the Secured Obligations and the holders of such Permitted First Priority Replacement Debt.


 






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“Permitted Refinancing”
means modifications, replacements, restructurings, refinancings, refundings, renewals, amendments, restatements or extensions of
all or any portion of Indebtedness (including any type of debt facility or debt security); provided that (a) the amount
of such Indebtedness is not increased (unless the additional amount is permitted pursuant to another provision of Section 6.01)
at the time of such refinancing, refunding, renewal or extension except by an amount equal to the existing unutilized commitments
thereunder, accrued but unpaid interest thereon and a reasonable premium paid, and fees and expenses reasonably incurred, in connection
with such refinancing, refunding, restructuring, renewal or extension (including any fees and original issue discount incurred
in respect of such resulting Indebtedness), (b) the direct and contingent obligors of such Indebtedness shall not be expanded as
a result of or in connection with such refinancing, refunding, restructuring, renewal or extension (other than to the extent (i)
any such additional obligors are or will become a Loan Party, (ii) none of such obligors on the Indebtedness being modified, replaced,
refinanced refunded, restructured, renewed or extended are Loan Parties or (iii) as otherwise permitted by Section 6.01),
(c) to the extent such Indebtedness being so refinanced, refunded, renewed or extended is subordinated in right of payment and/or
in right of Lien to any of the Obligations, such refinancing, refunding, renewal or extension is subordinated in right of payment
and/or in right of Lien (or, in the case of Lien subordination, not secured) to such Obligations on terms (taken as a whole) at
least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being so modified, refinanced,
refunded, renewed or extended (as determined in good faith by the Borrower) or otherwise reasonably acceptable to the Administrative
Agent and (d) other than with respect to Indebtedness under Section 6.01(a)(iv) or (v), such refinancing, refunding,
renewal or extension has a final maturity date equal to or later than the final maturity date of, the Indebtedness being refinanced,
refunded, renewed or extended.


 


“Permitted
Sale Leaseback” means any Sale Leaseback with respect to the sale, transfer or Disposition of real property or
other property consummated by the Parent or any of its Restricted Subsidiaries after the Effective Date; provided that any
such Sale Leaseback that is not between (a) a Loan Party and another Loan Party or (b) a Restricted Subsidiary that is not
a Loan Party and another Restricted Subsidiary that is not a Loan Party, must be consummated for fair value as determined at the
time of consummation in good faith by the Borrower or such Restricted Subsidiary (which such determination may take into account
any retained interest or other Investment of the Borrower or such Restricted Subsidiary in connection with, and any other material
economic terms of, such Sale Leaseback).


 


“Permitted Second
Priority Replacement Debt” means secured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower
and/or the other Loan Parties in the form of one or more series of second Lien secured notes or second Lien secured loans (or revolving
commitments in respect thereof, with the revolving commitments deemed to be loans in the full amount of such commitments); provided
that (i) such Indebtedness may only be secured by assets consisting of Collateral on a second lien basis vis-à-vis the Initial
Term Loans and/or Initial Revolving Commitments, (ii) such Indebtedness satisfies the requirements set forth in clauses
(w) through (z) of the definition of “Credit Agreement Refinancing Indebtedness”, (iii) to the extent
constituting secured notes, such Indebtedness does not require any scheduled payment of principal or mandatory redemption or redemption
at the option of the holders thereof (except for redemptions in respect of asset sales, changes in control or similar events and
AHYDO Catch-Up Payments) prior to the Latest Maturity Date in effect as of the time such secured notes are incurred, and (iv) a
Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Second Lien Intercreditor
Agreement; provided that if such Indebtedness is the initial Permitted Second Priority Replacement Debt incurred by the
applicable Loan Party, then the Parent, the Borrower, Holdco, the Subsidiary Loan Parties, the Collateral Agent and the Senior
Representative for such Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement.


 






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“Permitted Tax
Restructuring” means (a) the re-organization and other activities related to the integration of the Foreign Subsidiaries
of Serena Software, Inc. as direct or indirect subsidiaries of Micro Focus CHC Limited, (b) the re-organization and other activities
related to the partnership formation or integration of the Foreign Subsidiaries of Parent and the Company in connection with the
Transactions and (c) any other re-organizations and other activities related to tax planning and re-organization so long as, after
giving effect thereto, taken as a whole, the security interests of the Lenders in the Collateral are not materially impaired.


 


“Permitted Unsecured
Replacement Debt” means unsecured Indebtedness (including any Registered Equivalent Notes) incurred by the Borrower and/or
the other Loan Parties in the form of one or more series of unsecured notes or loans (or revolving commitments in respect thereof,
with the revolving commitments deemed to loans in the full amount of such commitments); provided that (i) such Indebtedness
satisfies the requirements set forth in clauses (w) through (z) of the definition of “Credit Agreement Refinancing
Indebtedness”, (ii) such Indebtedness (including any guarantee thereof) is not secured by any Lien on any property or assets
of the Parent or any Restricted Subsidiary, and (iii) such Indebtedness does not require any scheduled payment of principal or
mandatory redemption or redemption at the option of the holders thereof (except for redemptions in respect of asset sales, changes
in control or similar events and AHYDO Catch-Up Payments) prior to the Latest Maturity Date in effect as of the time such Indebtedness
is incurred.


 


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


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which Holdco or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined
in Section 3(5) of ERISA.


 


“Platform”
has the meaning assigned to such term in Section 5.01.


 


“Prepayment
Event” means:


 


(a) any Disposition (including
pursuant to a Sale Leaseback transaction and by way of merger or consolidation) of any property or asset of the Parent or any Restricted
Subsidiary permitted pursuant to clause (k) or (v) of Section 6.05 resulting in aggregate Net Proceeds exceeding
(A) $30,000,000 in the case of any single transaction or series of related transactions and (B) $75,000,000 for all such transactions
during any fiscal year of the Parent;


 


(b) any casualty or other
insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset
of the Parent or any Restricted Subsidiary with a fair market value immediately prior to such event equal to or greater than $30,000,000;
or


 






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(c) the incurrence by
the Parent or any Restricted Subsidiary of any Indebtedness, other than Indebtedness permitted under Section 6.01 or otherwise
permitted by the Required Lenders (other than Credit Agreement Refinancing Indebtedness).


 


“Prime
Rate” means the rate of interest per annum announced from time to time by the Administrative Agent as its prime
rate in effect at its principal office in New York City and notified to the Borrower; each change in the Prime Rate shall be effective
from and including the date such change is announced as being effective.


 


“Private Lender”
means any Lender other than a Public Lender.


 


“Proceeds”
has the meaning assigned thereto in the UCC.


 


“Pro
Forma Basis” means, with respect to the calculation of the First Lien Leverage Ratio, the Total Leverage Ratio,
the amount of Consolidated EBITDA or Consolidated Total Assets or any other financial test or ratio hereunder, for purposes of
determining the permissibility of asset sales, prepayments required pursuant to Section 2.11(c) and Section 2.11(d),
the Applicable Margin and for any other specified purpose hereunder, and for purposes of determining compliance with the covenant
under Section 6.12, in each case as of any date, that such calculation shall give pro forma effect to the Transactions and
all Specified Transactions (with any such incurrence of Indebtedness being deemed to be amortized over the applicable testing period
in accordance with its terms) (and the application of the proceeds from any such asset sale or debt incurrence) that have occurred
during the relevant testing period for which such financial test or ratio is being calculated and during the period immediately
following the Applicable Date of Determination therefor and prior to or simultaneously with the event for which the calculation
of any such ratio on such date of determination is made, including pro forma adjustments arising out of events which are attributable
to the Transactions or the proposed Specified Transaction, including giving effect to those specified in accordance with the definition
of “Consolidated EBITDA,” in each case as certified on behalf of the Borrower by a Financial Officer of the Borrower,
using, for purposes of determining such financial test or ratio (including any incurrence test), the historical financial statements
of all entities, divisions or lines or assets so acquired or sold and the consolidated financial statements of the Parent and/or
any of its Restricted Subsidiaries, calculated as if the Transactions or such Specified Transaction, and all other Specified Transactions
that have been consummated during the relevant period, and any Indebtedness incurred or repaid in connection therewith, had been
consummated (and the change in Consolidated EBITDA resulting therefrom) and incurred or repaid at the beginning of such period
and Consolidated Total Assets shall be calculated after giving effect thereto.


 


Whenever pro forma effect
is to be given to the Transactions or a Specified Transaction, the pro forma calculations shall be made in good faith by a Financial
Officer of the Borrower (including adjustments for costs and charges arising out of the Transactions or the proposed Specified
Transaction and the “run-rate” cost savings, operating expense reductions, other operating improvements and initiatives
and synergies resulting from the Transactions or such Specified Transaction that have been or are reasonably anticipated to be
realizable (“run-rate” means the full recurring benefit for a test period that is associated with any action taken
or expected to be taken or for which a plan for realization has been established (including any savings expected to result from
the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits
realized during such test period from such actions), and any such adjustments included in the initial pro forma calculations shall
continue to apply to subsequent calculations of such financial ratios or tests, including during any subsequent test periods in
which the effects thereof are expected to be realizable); provided that (i) such amounts are projected by the Borrower in
good faith to result from actions either taken or expected to be taken or a plan for realization shall have been established within
18 months after the end of the test period in which the Transactions or the Specified Transaction occurred and, in each case, certified
by a Financial Officer of the Borrower and (ii) no amounts shall be added pursuant to this paragraph to the extent duplicative
of any amounts that are otherwise added back in computing Consolidated EBITDA for such test period.


 






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If any Indebtedness bears
a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the
rate in effect on the date of the event for which the calculation is made had been the applicable rate for the entire test period
(taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on a Capital Lease Obligation
shall be deemed to accrue at an interest rate reasonably determined by a Financial Officer of the Borrower to be the rate of interest
implicit in such Capital Lease Obligation in accordance with IFRS. Interest on Indebtedness that may optionally be determined at
an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be
determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower
or the applicable Restricted Subsidiary may designate.


 


“Projections”
has the meaning assigned to such term in Section 5.01(d).


 


“Proposed
Change” has the meaning assigned to such term in Section 9.02(c).


 


“Public Lender”
has the meaning assigned to such term in Section 5.01.


 


“Qualified
Equity Interests” means any Equity Interests other than Disqualified Equity Interests.


 


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


 






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


 


“Receivables
Assets” means (a) any trade or accounts receivable owed to the Parent or a Restricted Subsidiary subject to a Receivables
Facility and the proceeds thereof and (b) all collateral securing such trade or accounts receivable, all contracts and contract
rights, guarantees or other obligations in respect of such trade or accounts receivable, all records with respect to such trade
or accounts receivable and any other assets customarily transferred together with trade or accounts receivables in connection with
a non-recourse trade or accounts receivable factoring arrangement and which are sold, conveyed, assigned or otherwise transferred
or pledged by the Borrower to a commercial bank or an Affiliate thereof in connection with a Receivables Facility.


 


“Receivables
Facility” means an arrangement between the Parent or a Restricted Subsidiary and a commercial bank or an Affiliate thereof
pursuant to which (a) the Parent or such Restricted Subsidiary, as applicable, sells (directly or indirectly) to such commercial
bank (or such Affiliate) trade or accounts receivable owing by customers, together with Receivables Assets related thereto, at
a maximum discount, for each such trade or accounts receivable, not to exceed 5.0% of the face value thereof, (b) the obligations
of the Parent or such Restricted Subsidiary, as applicable, thereunder are non-recourse (except for Securitization Repurchase Obligations)
to the Parent and such Restricted Subsidiary and (c) the financing terms, covenants, termination events and other provisions thereof
shall be on market terms (as determined in good faith by the Parent) and may include Standard Securitization Undertakings, and
shall include any guaranty in respect of such arrangement.


 


“Recipient”
means, as applicable, (a) the Administrative Agent, (b) any Lender, (c) any Issuing Bank or (d) solely for U.S. federal withholding
Tax purposes, any Beneficial Owner.


 


“Redemption
Notice” has the meaning assigned to such term in Section 6.08(b)(viii).


 


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


 


“Refinancing
Amendment” means an amendment to this Agreement in form reasonably satisfactory to the Borrower executed by each
of (a) the Parent, Holdco and the Borrower (and to the extent it directly and adversely affects the rights or obligations of the
Administrative Agent beyond those of the type already required to perform under the Loan Documents, the Administrative Agent) and
(b) each Additional Refinancing Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being
incurred pursuant thereto, in accordance with Section 2.21. In the event a Refinancing Amendment is effected without the
consent of the Administrative Agent and to which the Administrative Agent is not a party, the Borrower shall furnish a copy of
such Refinancing Amendment to the Administrative Agent.


 






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“Refinancing
Notes” means Permitted First Priority Replacement Debt, Permitted Second Priority Replacement Debt and Permitted Unsecured
Replacement Debt.


 


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


 


“Registered
Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction
under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor
pursuant to an exchange offer registered with the SEC.


 


“Regulatory
Information Service” means a service approved by the FCA under the Listing Rules for the distribution to the public of
announcements in accordance with the Listing Rules.


 


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


 


“Related Taxes”
means any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license,
capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes (other than
(x) Taxes measured by income and (y) withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent
Entity by virtue of its:


 


(a)being organized
or having Equity Interests outstanding (but not by virtue of owning stock or other equity interests of any corporation or other
entity other than, directly or indirectly, the Parent or any Restricted Subsidiary);


 


(b) being a holding
company parent, directly or indirectly, of the Parent or any Restricted Subsidiary;


 


(c) receiving dividends
from or other distributions in respect of the Equity Interests of, directly or indirectly, the Parent or any Restricted Subsidiary;
or


 


(d) having made any
payment in respect to any of the items for which the Parent is permitted to make payments to any Parent Entity pursuant to Section
6.08; or


 


(e) having made any
payment in respect to any of the items for which the Parent is permitted to make payments to any Parent Entity or an Affiliate
pursuant to Section 2.11(f).


 


“Release”
means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or
migration into or through the environment (including ambient air, surface water, groundwater, land surface or subsurface strata).


 






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


 


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


 


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


 


“Repricing Transaction”
means any repayment, prepayment, refinancing or replacement of all or a portion of the Tranche B-2 Term Loans, Tranche B-3 Term
Loans or Euro Tranche Term Loans, as applicable, with the substantially concurrent incurrence by the Borrower of any first Lien
secured bank-syndicated term loans incurred for the primary purpose of repaying, refinancing, substituting or replacing such Class
of Tranche B-2 Term Loans, Tranche B-3 Term Loans or Euro Tranche Term Loans (other than in connection with (x) a Change in Control,
(y) an Acquisition or other transaction not otherwise permitted hereunder or (z) an acquisition which, if consummated, would not
provide the Parent and its Subsidiaries with adequate flexibility under this Agreement for the continuation and/or expansion of
their combined operations following such consummation, as determined by the Borrower in good faith) with an effective Yield that
is less than the Yield of the applicable Class of Tranche B-2 Term Loans, Tranche B-3 Term Loans or Euro Tranche Term Loans, as
applicable, being repaid, refinanced, substituted or replaced, including as may be effected by an amendment of any provisions of
this Agreement relating to the Applicable Margin or Alternate Base Rate or Adjusted Eurocurrency Rate “floors” for,
or Yield of, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans or the Euro Tranche Term Loans, as applicable.


 


“Required
Lenders” means, (a) at any time prior to the Acquisition Closing Date, Lenders (other than Defaulting Lenders)
having Revolving Exposures, outstanding Term Loans and unused Commitments (other than Swingline Commitments) representing more
than 50% of the aggregate Revolving Exposures, outstanding Term Loans and unused Commitments (other than Swingline Commitments)
at such time (calculated, in each case, using the Exchange Rate in effect on the applicable date of determination) and (b) at any
time thereafter, (i) with respect to any waiver, amendment or modification that (x) would apply to a provision that is contained
(and substantially identical) in both this Agreement and the Seattle Credit Agreement (or relates to or is otherwise in connection
with Revolving Loans, Revolving Commitments, Swingline Loans or Letters of Credit which, in each case, is not required to be approved
by the Required Revolving Lenders) and (y) other than in connection with Revolving Loans, Revolving Commitments, Swingline Loans
or Letters of Credit, for which the Borrower is seeking a waiver, amendment or modification of such provision in both this Agreement
and the Seattle Credit Agreement, Lenders (other than Defaulting Lenders) and Seattle Lenders (other than Defaulting Seattle Lenders
collectively), having Revolving Exposures, outstanding Term Loans and Seattle Term Loans and unused Commitments (other than Swingline
Commitments) and Seattle Commitments representing more than 50% of the aggregate Revolving Exposures, outstanding Term Loans and
Seattle Term Loans and unused Commitments (other than Swingline Commitments) and Seattle Commitments at such time (calculated,
in each case, using the Exchange Rate in effect on the applicable date of determination) and (ii) with respect to any waiver, amendment
or modification to which the foregoing clause (i) does not apply, Lenders (other than Defaulting Lenders) having Revolving Exposures,
outstanding Term Loans and unused Commitments (other than Swingline Commitments) representing more than 50% of the aggregate Revolving
Exposures, outstanding Term Loans and unused Commitments (other than Swingline Commitments) at such time (calculated, in each case,
using the Exchange Rate in effect on the applicable date of determination). No Defaulting Lender or Defaulting Seattle Lender shall
be included in the calculation of Required Lenders.


 






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“Required
Percentage” means, with respect to any fiscal year of the Parent, (a) 50%, if the First Lien Leverage Ratio at
the end of such fiscal year is greater than 3.30 to 1.00, (b) 25%, if the First Lien Leverage Ratio at the end of such fiscal year
is less than or equal to 3.30 to 1.00 but greater than 3.00 to 1.00 and (c) 0%, if the First Lien Leverage Ratio at the end of
such fiscal year is less than or equal to 3.00 to 1.00 (in each case, such First Lien Leverage Ratio to be calculated on a Pro
Forma Basis to give pro forma effect to any reduction of Indebtedness made after the relevant fiscal year and on or prior to the
date the relevant Excess Cash Flow prepayment is due).


 


“Required Revolving
Lenders” means, at any time, Revolving Lenders (other than Defaulting Lenders) having Revolving Exposures and unused
Revolving Commitments (other than Swingline Commitments) representing more than 50% of the aggregate Revolving Exposures and unused
Revolving Commitments (other than Swingline Commitments) at such time (calculated, in each case, using the Exchange Rate in effect
on the applicable date of determination). No Defaulting Lender shall be included in the calculation of Required Revolving Lenders.


 


“Requirement
of Law” means, with respect to any Person, any statute, law, treaty, rule, regulation, order, executive order,
ordinance, decree, writ, injunction or determination of any arbitrator or 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” of any Person means the chief executive officer, president or any Financial Officer of such Person, and
any other officer (or, in the case of any such Person that is a Foreign Subsidiary, director or managing partner or similar official)
of such Person with responsibility for the administration of the obligations of such Person under this Agreement and, solely for
purposes of notices given to Article II, any other officer of the applicable Loan Party so designated by any of the foregoing officers
in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant
to an agreement between the applicable Loan Party and the Administrative Agent.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect
to any Equity Interests in the Parent or any Restricted Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or
termination of any Equity Interests in the Parent or any Restricted Subsidiary, or any option, warrant or other right to acquire
any such Equity Interests in the Parent or any Restricted Subsidiary, other than the payment of compensation in the ordinary course
of business to holders of any such Equity Interests who are employees of the Parent or any Restricted Subsidiary and other than
payments of intercompany indebtedness permitted under this Agreement.


 






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“Restricted
Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary. Unless otherwise specified, all references
herein to a “Restricted Subsidiary” or to “Restricted
Subsidiaries” shall refer to a Restricted Subsidiary or Restricted Subsidiaries of the Parent. For the avoidance of
doubt, the Borrower shall always constitute a Restricted Subsidiary.


 


“Retained
Asset Sale Proceeds” has the meaning set forth in Section 2.11(c).


 


“Retained
Declined Proceeds” has the meaning set forth in Section 2.11(g).


 


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


 


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


 


“Return of Value
Payment” has the meaning assigned to such term in the recitals to this Agreement.


 


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


 


“Revolving Commitment”
means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations
in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum principal aggregate amount
of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section
2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04
or as otherwise set forth herein. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01
or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as the case may
be. References to the “Revolving Commitments” shall mean the Revolving Commitment of each Lender taken together. As
of the Effective Date, the Revolving Commitments consist solely of the Initial Revolving Commitments.


 


“Revolving Exposure”
means, at any time, the sum of (a) the aggregate principal amount of the Revolving Loans denominated in Dollars outstanding at
such time, (b) the Dollar Equivalent of the aggregate principal amount of the Revolving Loans denominated in Euros or other Alternative
Currency outstanding at such time, (c) the LC Exposure at such time and (d) the Swingline Exposure at such time. The Revolving
Exposure of any Lender at any time shall be its Applicable Percentage of the Revolving Exposure at such time.


 


“Revolving
Lender” means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired,
a Lender with Revolving Exposure.


 






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“Revolving
Loan” means an Initial Revolving Loan, an Extended Revolving Loan, an Incremental Revolving Loan and/or an Other
Revolving Loan, as the context requires.


 


“Revolving
Maturity Date” means (i) prior to the Acquisition Closing Date, November 20, 2019 (or if such anniversary is not
a Business Day, the next preceding Business Day) and (y) on and after the Acquisition Closing Date, the fifth anniversary of the
Effective Date (or if such anniversary is not a Business Day, the next preceding Business Day), but, as to any specific Revolving
Commitment, as the maturity of such Revolving Commitment shall have been extended by the holder thereof in accordance with the
terms hereof.


 


“Revolving
Note” means a promissory note of the Borrower evidencing Revolving Loans made or held by a Revolving Lender, substantially
in the form of Exhibit F-4.


 


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


 


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


 


“Sanctions”
means economic sanctions administered or enforced by the United States Government (including without limitation, sanctions enforced
by OFAC), the United Nations Security Council, the European Union or Her Majesty’s Treasury.


 


“Seattle Acquisition”
has the meaning assigned to such term in the recitals to this Agreement.


 


“Seattle
Additional Debt” means the “Additional Debt” as defined in the Seattle Credit Agreement.


 


“Seattle
Additional Term Notes” means the “Additional Term Notes” as defined in the Seattle Credit Agreement.


 


“Seattle Agent”
means JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the Seattle Credit Agreement and the other
Seattle Loan Documents, and its successors in such capacity as provided under the Seattle Credit Agreement.


 


“Seattle Business”
has the meaning specified in the Merger Agreement.


 


“Seattle
Commitments” means “Commitments” as defined in the Seattle Credit Agreement.


 


“Seattle
Extension Amendment” means an “Extension Amendment” as defined in the Seattle Credit Agreement.


 






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“Seattle Credit
Agreement” means the Credit Agreement, dated as of the date hereof, by and among the Company, the Seattle Lenders and
the Seattle Agent.


 


“Seattle
Credit Agreement Refinancing Indebtedness” means the “Credit Agreement Refinancing” as defined in
the Seattle Credit Agreement.


 


“Seattle Escrow
Term Loan Agreement” means the “Escrow Term Loan Agreement” as defined in the Seattle Credit Agreement.


 


“Seattle
Extended Term Loans” means “Extended Term Loans” as defined in the Seattle Credit Agreement.


 


“Seattle Historical
Financial Statements” means (i) the audited combined financial statements of the Seattle Business prepared in accordance
with GAAP consistently applied, including the combined balance sheets of the Seattle Business as of October 31, 2013, October 31,
2014 and October 31, 2015, and the combined statements of income, equity and cash flows of the Seattle Business for the fiscal
years ended October 31, 2013, October 31, 2014 and October 31, 2015, (ii) the unaudited combined financial statements of the Seattle
Business prepared in accordance with IFRS consistently applied, including the combined balance sheets of the Seattle Business as
of October 31, 2013, October 31, 2014 and October 31, 2015, and the combined statements of income, equity and cash flows of the
Seattle Business for the fiscal years ended October 31, 2013, October 31, 2014 and October 31, 2015, (iii) to the extent the Effective
Date has not occurred prior to May 30, 2017, the audited combined balance sheets of the Seattle Business as of October 31, 2014,
October 31, 2015 and October 31, 2016 and the audited combined statements of income, equity and cash flows of the Seattle Business
for the fiscal years ended October 31, 2014, October 31, 2015 and October 31, 2016, prepared in accordance with both GAAP and IFRS,
(iv) to the extent the Effective Date has not occurred prior to May 30, 2017, the unaudited combined balance sheets of the Seattle
Business as of January 31, 2017 and the combined statements of income, equity and cash flows of the Seattle Business for the three
months ended January 31, 2016 and January 31, 2017, prepared in accordance with GAAP, (v) to the extent the Effective Date has
not occurred prior to August 15, 2017, the unaudited combined balance sheets of the Seattle Business as of April 30, 2017 and the
combined statements of income, equity and cash flows of the Seattle Business for the six months ended April 30, 2016 and April
30, 2017, prepared in accordance with both GAAP and IFRS, (vi) for each fiscal quarter (other than a fiscal quarter that is also
a fiscal year end) of the Seattle Business ended after May 1, 2017 and at least 90 days prior to the Effective Date (or 105 days
in the case of such financial statements prepared in accordance with IFRS), the unaudited
pre-tax combined statements of income, equity and cash flows for each such fiscal quarter
and the unaudited pretax combined balance sheets as of the end of such fiscal quarter, in
each case prepared in accordance with GAAP and IFRS and (vii) for each fiscal year of the
Seattle Business ended after November 1, 2016 and at least 120 days prior to the Effective
Date, the audited combined statements of income, equity and cash flows for the Seattle Business
for such fiscal year and the audited combined balance sheets as of the end of such fiscal
year, in each case prepared in accordance with GAAP and IFRS.


 


“Seattle
Incremental Facility Amendment” means an “Incremental Facility Amendment” as defined in the Seattle
Credit Agreement. 


 






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“Seattle
Incremental Term Loans” means the “Incremental Term Loans” as defined in the Seattle Credit Agreement.


 


“Seattle Lenders”
means the Persons who are “Lenders” under and as defined in the Seattle Credit Agreement from time to time.


 


“Seattle
Loan Documents” means the “Loan Documents” as defined in the Seattle Credit Agreement.



 


“Seattle Material
Adverse Effect” has the meaning specified in the Merger Agreement.


 


“Seattle
Parent” has the meaning specified in the Merger Agreement. 


 


“Seattle
Payment” means the “Seattle Payment” as defined in the Seattle Credit Agreement.


 


“Seattle
Refinancing Amendment” means a “Refinancing Amendment” as defined in the Seattle Credit Agreement.


 


“Seattle
Refinancing Notes” means “Refinancing Notes” as defined in the Seattle Credit Agreement.



 


“Seattle
Replacement Term Loans” means “Replacement Term Loans” as defined in the Seattle Credit Agreement.
 


 


“Seattle
Term Loans” means the “Term Loans” as defined in the Seattle Credit Agreement.



 


“Seattle
Term Loan Exchange Notes” means “Term Loan Exchange Notes” as defined in the Seattle Credit Agreement.
 


 


“Seattle
Transaction Costs” means the “Transaction Costs” under and as defined in the Seattle Credit Agreement. 


 


“Seattle
Unrestricted Additional Debt” means indebtedness incurred under Section 6.01(a)(xxxii)(a)(1) of the Seattle Credit Agreement.


 


“Seattle
Unrestricted Additional Term Notes” means “Unrestricted Additional Term Notes” as defined in the Seattle
Credit Agreement.  


 


“Seattle
Unrestricted Incremental First Lien Indebtedness” means “Unrestricted Incremental First Lien Indebtedness”
as defined in the Seattle Credit Agreement.  


 


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


 






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“Second Lien
Intercreditor Agreement” means a “junior lien” intercreditor agreement among the Administrative Agent and/or
Collateral Agent, the Borrower and one or more Senior Representatives for holders of Indebtedness substantially consistent with
the terms set forth on Exhibit K-2 annexed hereto together with (A) any immaterial changes and (B) changes implementing
additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the
Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other
junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority
to, other Liens that are junior to the Liens securing the Obligations).


 


“Secured
Cash Management Agreement” means any Cash Management Agreement that (a) is in effect on the Effective Date between
the Parent and/or any Restricted Subsidiary and a counterparty that is any Agent or a Lender or an Affiliate of any Agent or a
Lender as of the Effective Date, (b) is between the Parent and/or any Restricted Subsidiary and a counterparty that is any Agent
or a Lender or an Affiliate of any Agent or a Lender (regardless of whether entered into before or after the Effective Date) or
(c) is entered into after the Effective Date by the Parent and/or any Restricted Subsidiary with any counterparty that is an Agent
or a Lender or an Affiliate of any Agent or a Lender at the time such arrangement is entered into, and in the case of each of clauses
(a), (b) and (c) hereof, the Borrower designates in writing to the Administrative Agent that such Cash Management
Agreement shall be a Secured Cash Management Agreement.


 


“Secured
Cash Management Obligations” means all Cash Management Obligations under any Secured Cash Management Agreement.


 


“Secured
Obligations” means, collectively, (a) the Obligations, (b) the Secured Swap Obligations and (c) the Secured Cash
Management Obligations.


 


“Secured
Parties” means, collectively, the Administrative Agent, the Collateral Agent, any Arranger, any other Agent, the
Issuing Bank, the Swingline Lender, the Lenders and the Lender Counterparties.


 


“Secured
Swap Agreements” means any Swap Agreement permitted under this Agreement that (a) is in effect on the Effective
Date between the Parent and/or any Restricted Subsidiary and a counterparty that is an Agent or a Lender or an Affiliate of an
Agent or a Lender as of the Effective Date, (b) is between the Parent and/or any Restricted Subsidiary and a counterparty that
is any Agent or a Lender or an Affiliate of any Agent or a Lender (regardless of whether entered into before or after the Effective
Date) or (c) is entered into after the Effective Date by the Parent and/or any Restricted Subsidiary with any counterparty that
is an Agent or a Lender or an Affiliate of an Agent or a Lender at the time such Swap Agreement is entered into, and in the case
of each of clauses (a), (b) and (c) hereof, the Borrower designates in writing to the Administrative Agent
that such Swap Agreement shall be a Secured Swap Agreement; provided that the “Secured Swap Obligations” of
any Loan Party shall exclude any Excluded Swap Obligations of such Loan Party.


 


“Secured
Swap Obligations” means all Swap Obligations under any Secured Swap Agreement.


 






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“Securities
Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder,
as amended.


 


“Securitization
Asset” means (a) any trade or accounts receivables or related assets and the proceeds thereof, in each case
subject to a Securitization Facility and (b) all collateral securing such receivable or asset, all contracts and contract
rights, guaranties or other obligations in respect of such receivable or asset, lockbox accounts and records with respect to such
account or asset and any other assets customarily transferred (or in respect of which security interests are customarily granted),
together with accounts or assets in a securitization financing and which in the case of clause (a) and (b) above
are sold, conveyed, assigned or otherwise transferred or pledged by the Parent or any Restricted Subsidiary in connection with
a Qualified Securitization Financing.


 


“Securitization
Facility” means any transaction or series of securitization financings that may be entered into by the Parent
or any of its Restricted Subsidiaries pursuant to which the Parent or any of its Restricted Subsidiaries may sell, convey or otherwise
transfer, or may grant a security interest in, Securitization Assets to either (a) a Person that is not a Restricted Subsidiary
or (b) a Securitization Subsidiary that in turn sells such Securitization Assets to a Person that is not a Restricted Subsidiary,
or may grant a security interest in, any Securitization Assets of the Parent or any of its Subsidiaries.


 


“Securitization
Fees” means distributions or payments made directly or by means of discounts with respect to any Securitization
Asset or participation interest therein issued or sold in connection with, and other fees and expenses (including reasonable fees
and expenses of legal counsel) paid to a Person that is not a Restricted Subsidiary in connection with, any Qualified Securitization
Financing or a Receivables Facility.


 


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


 


“Securitization
Subsidiary” means any Subsidiary of the Parent in each case formed for the purpose of and that solely engages
in one or more Qualified Securitization Financings and other activities reasonably related thereto or another Person formed for
the purposes of engaging in a Qualified Securitization Financing in which the Parent or any Subsidiary of the Parent makes an Investment
and to which the Parent or any Subsidiary of the Parent transfers Securitization Assets and related assets.


 


“Security
Documents” means collectively, the US Security Documents and the UK Security Documents, the Mortgages (if any)
and each other security agreement or other instrument or document executed and delivered pursuant to Section 5.11, Section
5.12 or Section 5.16 to secure the Secured Obligations.


 






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“Senior Representative”
means, with respect to any series of Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar
agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case
may be, and each of their successors in such capacities.


 


“Separation
Agreement” has the meaning specified in the Merger Agreement.


 


“Software”
means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether
in source code or object code; databases and compilations, including any and all data and collections of data, whether machine
readable or otherwise; descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing,
screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and all documentation
including user manuals and other training documentation related to any of the foregoing.


 


“Solvent”
means, with respect to the Parent and its Subsidiaries, on a consolidated basis, that as of the date of determination: (a) the
fair value of the assets (on a going concern basis) of the Parent and its Subsidiaries, on a consolidated basis, exceeds, on a
consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value
of the property (on a going concern basis) of the Parent and its Subsidiaries, on a consolidated basis, is greater than the amount
that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business; (c)
the Parent and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent
or otherwise, as such liabilities become absolute and matured in the ordinary course of business; and (d) the Parent and its Subsidiaries,
on a consolidated basis, are not engaged in, and are not about to engage in, business contemplated as of the date hereof for which
they have unreasonably small capital. For purposes of this definition, the amount of any contingent liability at any time shall
be computed as the amount that would reasonably be expected to become an actual and matured liability.


 


“Solvency Certificate”
means the solvency certificate executed and delivered by a Financial Officer of the Parent on the Effective Date, substantially
in the form of Exhibit C.


 


“Specified Merger
Agreement Representations” means the representations made by Houston and its subsidiaries in the Merger Agreement that
are material to the interests of the Lenders, but only to the extent that the Parent (or any of its Affiliates) has the right to
terminate its obligations under the Merger Agreement or to refuse to consummate the Merger Agreement as a result of a breach of
such representations in the Merger Agreement.


 


“Specified Representations”
means the representations and warranties made by the Borrower and, to the extent applicable, any Guarantor providing a guarantee
on of the Effective Date (the “Effective Date Guarantors”), with respect to the Borrower and the Effective Date
Guarantors, as applicable, set forth in Sections 3.01(a) and (b)(ii), Section 3.02, Section 3.03(b),
Section 3.08, Section 3.14, Section 3.15, Section 3.19(a) and Section 3.19(b).


 






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“Specified Transaction”
means any (a) disposition of all or substantially all the assets of or all the Equity Interests of any Restricted Subsidiary of
the Parent or of any product line, business unit, line of business or division of the Borrower or any of the Restricted Subsidiaries
of the Parent for which historical financial statements are available (including the termination or discontinuance of activities
constituting a business), (b) Permitted Acquisitions (including commencement of activities constituting a business), (c) Investment
that results in a Person becoming a Restricted Subsidiary of the Parent, (d) designation of any Restricted Subsidiary as an Unrestricted
Subsidiary, or of any Unrestricted Subsidiary as a Restricted Subsidiary, (e) the proposed incurrence of Indebtedness or making
of a Restricted Payment or payment in respect of Indebtedness or other transaction in respect of which compliance with any financial
ratio is by the terms of this Agreement required to be calculated on a Pro Forma Basis or (f) any operating improvement, restructurings,
cost savings, or other business optimization initiatives and other similar initiatives and transactions.


 


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


 


“Standard
Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the
Parent or any Subsidiary of the Parent which the Borrower has determined in good faith to be customary in a Securitization Facility,
including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood
that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking or, in the case of a
Receivables Facility, a non-credit related recourse trade or accounts receivable factoring arrangement.


 


“Sterling”
or “£” means the lawful currency of the United Kingdom.


 


“Subject Loans”
has the meaning assigned to such term in Section 2.11(i).


 


“Subordinated
Indebtedness” means Indebtedness incurred by a Loan Party that is contractually subordinated in right of payment to the
prior payment of all Obligations of such Loan Party under the Loan Documents.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation,
company, limited liability company, partnership, association or other entity of which securities or other ownership interests representing
more than 50% of the ordinary voting power for the election of the members of the governing body or, in the case of a partnership,
more than 50% of the general partnership interests are, as of such date, owned or controlled by the parent and/or one or more subsidiaries
of the parent.


 


“Subsidiary”
means any subsidiary of the Parent.


 


“Subsidiary
Guaranty” means that certain Subsidiary Guaranty dated November 20, 2014 as it may be from time to time amended, restated,
amended and restated, supplemented or otherwise modified, among the Loan Parties party thereto from time to time and the Collateral
Agent, together with each supplement to the Subsidiary Guaranty in respect of the Obligations delivered pursuant to Section
5.11 and Section 5.16.


 






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“Subsidiary
Loan Party” means any Restricted Subsidiary (other than Holdco, Midco and the Borrower) that has Guaranteed the Obligations
pursuant to the Subsidiary Guaranty.


 


“Successor Company”
has the meaning assigned to such term in Section 6.03(a).


 


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


 


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


 


“Swap Termination
Value” means, in respect of any one or more Secured Swap Agreements, after taking into account the effect of any legally
enforceable netting agreement relating to such Secured Swap Agreements, (a) for any date on or after the date such Secured 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
Secured Swap Agreements, as determined by the Lender Counterparty and the Borrower in accordance with the terms thereof and in
accordance with customary methods for calculating mark-to-market values under similar arrangements by the Lender Counterparty and
the Borrower.


 


“Swingline
Commitment” means the commitment of the Swingline Lender to make Swingline Loans. The initial amount of the Swingline
Lender’s Swingline Commitment is set forth on Schedule 2.01.


 


“Swingline
Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time.
The Swingline Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the Swingline Exposure at such
time.


 


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


 






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“Swingline
Loan” means a Loan made pursuant to Section 2.04.


 


“Swingline Loan
Notice” means a notice of a Swingline Loan pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit
H or such other form as approved by the Administrative Agent and the Borrower (including any form on an electronic platform
or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible
Officer of the Borrower.


 


“Swingline
Sublimit” means $60,000,000 as such amount may be modified from time to time in accordance with the terms hereof.


 


“Synthetic
Lease” means, as to any Person, any lease (including leases that may be terminated by the lessee at any time)
of any property (whether real, personal or mixed) that is designed to permit the lessee (a) to treat such lease as an operating
lease, or not to reflect the leased property on the lessee’s statement of financial position, under IFRS and (b) to claim
depreciation on such property for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.


 


“Synthetic
Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any Synthetic
Lease, and the amount of such obligations shall be equal to the sum (without duplication) of (a) the capitalized amount thereof
that would appear on a statement of financial position of such Person in accordance with IFRS, if such obligations were accounted
for as Capital Lease Obligations and (b) the amount payable by such Person as the purchase price for the property subject to such
lease assuming the lessee exercises the option to purchase such property at the end of the term of such lease.


 


“Target Person”
has the meaning assigned to such term in Section 6.04.


 


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


 


“Term Commitment”
means, an Initial Term Commitment, an Incremental Term Commitment or an Other Term Commitment.


 


“Termination
Date” means the date upon which (i) all of the Obligations (other than (A) as set forth in clause (ii) and (B)
contingent indemnification obligations not yet due and payable) have been paid in full, (ii) all Letters of Credit have been cancelled,
Cash Collateralized or otherwise backstopped on terms reasonably satisfactory to the Issuing Bank (including by “grandfathering”
on terms reasonably acceptable to the Issuing Bank of the applicable Letters of Credit into a future credit facility) and (iii)
all Commitments have expired or been terminated.


 


“Term
Lender” means a Lender with an outstanding Term Commitment or an outstanding Term Loan.


 


“Term Loan Exchange
Effective Date” has the meaning set forth in Section 2.25(a).


 






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“Term Loan Exchange
Notes” has the meaning set forth in Section 2.25.


 


“Term
Loan Maturity Date” means, with respect (a) to the Tranche B-2 Term Loans, November 20, 2021 (or if such anniversary
is not a Business Day, the next preceding Business Day), (b) to the Tranche B-3 Term Loans, the seventh anniversary of the Escrow
Funding Date (or if such anniversary is not a Business Day, the next preceding Business Day), (c) to the Euro Tranche Term Loans,
the seventh anniversary of the Escrow Funding Date (or if such anniversary is not a Business Day, the next preceding Business Day)
and (d) with respect to any Incremental Term Loan, Other Term Loan, Extended Term Loan or Replacement Term Loan, as provided
in the respective documentation therefor, but, as to any specific Term Loan, as the maturity of such Term Loan shall have been
extended by the holder thereof in accordance with the terms hereof.


 


“Term
Loans” means, collectively, the Initial Term Loans unless the context otherwise requires, any Incremental Term
Loans, any Other Term Loans, any Replacement Term Loans and any Extended Term Loans.


 


“Term Note”
means a promissory note of the Borrower payable to any Lender or its registered assigns, in substantially the form of Exhibit
F-1 through Exhibit F-3 hereto, evidencing the aggregate Indebtedness of the Borrower to such Lender resulting from
the applicable Class of Term Loans made by such Lender.


 


“Title Company”
means one or more title insurance companies reasonably satisfactory to the Administrative Agent.


 


“Total Indebtedness”
means, as of any date, the aggregate outstanding principal amount of funded Indebtedness of the Parent and its Restricted Subsidiaries,
on a consolidated basis, for borrowed money, Capital Lease Obligations and purchase money Indebtedness (other than, in each case,
any intercompany indebtedness). Total Indebtedness shall be calculated subject to Section 1.06, and shall exclude, for the
avoidance of doubt, Indebtedness in respect of any Receivables Facility or Cash Management Services.


 


“Total Leverage
Ratio” means, on any date of determination, the ratio of (a) Total Indebtedness as of such date, less the aggregate amount
of unrestricted cash and Cash Equivalents of the Parent and its Restricted Subsidiaries as of such date to (b) Consolidated EBITDA
for the period of four consecutive fiscal quarters of the Parent most recently ended on or prior such date of determination for
which financial statements have been furnished pursuant to Section 9 of Amendment No. 3 or Section 5.01, as applicable.


 


“Tranche B-2
Term Commitment” means, with respect to each Term Lender with a Tranche B-2 Commitment, the commitment of such Term Lender
to roll over and continue its Tranche B-2 Term Loans under the Existing Credit Agreement in an equal aggregate principal amount
of Tranche B-2 Term Loans hereunder on the Effective Date pursuant to Amendment No. 3, as such commitment may be (a) reduced from
time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Term
Lender pursuant to Section 9.04.


 






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“Tranche B-2
Term Loan” means the term loans rolled over and continued to remain issued under and outstanding pursuant to this Agreement
on the Effective Date, pursuant to Section 2.01(a)(i) pursuant to the Tranche B-2 Term Commitment.


 


“Tranche B-3
Term Commitment” means, with respect to each Term Lender with a Tranche B-3 Commitment, the commitment of such Term Lender
to convert its Dollar-denominated term loans under the Escrow Credit Agreement for an equal aggregate principal amount of Tranche
B-3 Term Loans hereunder on the Effective Date, as such commitment may be (a) reduced from time to time pursuant to Section 2.08
and (b) reduced or increased from time to time pursuant to assignments by or to such Term Lender pursuant to Section 9.04.


 


“Tranche B-3
Term Loan” means the term loans converted into and deemed issued under and outstanding pursuant to this Agreement on
the Effective Date, pursuant to Section 2.01(a)(ii) pursuant to the Tranche B-3 Term Commitment.


 


“Transaction
Costs” means collectively, (a) all premiums, fees, costs and expenses incurred or payable by or on behalf of the
Parent, any Restricted Subsidiary or the Company and its subsidiaries in connection with the Transactions (including, without limitation,
bonuses and any loan forgiveness and associated tax gross up payments) or in connection with the negotiation, execution, delivery
and performance of the Loan Documents and the transactions contemplated thereby, including to fund any original issue discount,
upfront fees or legal fees and to grant and perfect any security interests and (b) the Seattle Transaction Costs.


 


“Transactions”
means (a) the transactions contemplated by this Agreement and the other Loan documents (including the entering into of Amendment
No. 3 and the Escrow Term Loan Agreement, the funding of the loans thereunder and the release of funds therein, the merger of the
Escrow Borrower into the Borrower and the borrowing of the Loans hereunder on the Effective Date), (b) the making of the Borrower
Intercompany Loan, (c) the making of the Return of Value Payment, if any, (d) the Seattle Acquisition and Merger, (e) the transactions
contemplated by the Seattle Credit Agreement and the other Seattle Loan Documents including the entering into of the Seattle Escrow
Term Loan Agreement, the funding of the loans thereunder and the release of the funds therein and borrowing of the Seattle Term
Loans, (f) the making of the Seattle Payment and (g) the payment of Transaction Costs.


 


“Transition Services Agreement”
means the Transition Services Agreement to be entered into at or prior to the Acquisition Closing Date between Houston and the
Seattle Business.


 


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


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that
in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect
to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of
New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction
solely for purposes of the provisions hereof relating to such perfection, priority or remedies.


 






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“UKLA”
means the UK Listing Authority or any Governmental Authority succeeding to any of its principal functions.


 


“UK Collateral
Agreement” means the English law security agreement dated as of November 20, 2014, as it may be from time to time amended,
restated, amended and restated, supplemented or otherwise modified, among the Parent, Holdco and the other UK Loan Parties thereto
from time to time and the Collateral Agent.


 


“UK Loan Parties”
means the Parent, Holdco and any Restricted Subsidiary organized under the laws of England and Wales that has Guaranteed the Obligations
pursuant to the Subsidiary Guaranty. As of the Effective Date, the UK Loan Parties are set forth on Schedule 1.01(c).


 


“UK Mortgage”
means a mortgage, charge, deed of trust, or other security document granting a Lien on any Mortgaged Property located in England
or Wales to secure the Secured Obligations.


 


“UK Security
Documents” means each of the agreements, guaranties and/or other instruments listed on Schedule 1.01(d) hereto
and each other security agreement, guaranty or other instrument or document executed and delivered by any UK Loan Party pursuant
to Section 5.11, 5.12 or 5.16 to secure the Secured Obligations and the UK Mortgages (if any).


 


“UK Subsidiary”
means any Subsidiary of the Parent that is incorporated or organized under the laws of England and Wales.


 


“Unrestricted
Additional Debt” has the meaning set forth in Section 6.01(a)(xxxii).


 






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“Unrestricted
Additional Term Notes” means first priority senior secured notes and/or junior Lien secured notes and/or unsecured notes,
in each case issued pursuant to an indenture, note purchase agreement or other agreement and in lieu of the incurrence of Unrestricted
Incremental First Lien Indebtedness; provided that (a) such Unrestricted Additional Term Notes rank pari passu or junior
in right of payment and (if secured) of security with the Initial Term Loans hereunder, (b) the Unrestricted Additional Term Notes
have a final maturity date that is on or after the then existing Latest Maturity Date with respect to the Initial Term Loans and
a Weighted Average Life to Maturity (without giving effect to amortization for periods where amortization has been eliminated as
a result of a prepayment of the applicable Initial Term Loans) equal to or longer than the remaining Weighted Average Life to Maturity
of the then existing Initial Term Loans (without giving effect to amortization for periods where amortization has been eliminated
as a result of a prepayment of the applicable Term Loans); provided that this clause (b) shall not restrict the issuance
or incurrence by the Parent or any of its Restricted Subsidiaries after the Effective Date of up to $1,700,000,000 aggregate principal
amount of Additional Debt, Additional Term Notes, Unrestricted Additional Term Notes, Incremental Term Loans, Seattle Additional
Debt, Seattle Additional Term Notes, Seattle Unrestricted Additional Term Notes and Seattle Incremental Term Loans having (x) a
final maturity date that is prior to the Latest Maturity Date with respect to the Initial Term Loans so long as such final maturity
date is at least five years from the date of such issuance or incurrence and (y) a Weighted Average Life to Maturity shorter than
the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect to amortization for periods where
amortization has been eliminated as a result of a prepayment of the applicable Term Loans) so long as such debt does not require
annual amortization or similar regularly scheduled prepayments in excess of 10% of the original amount of such debt at issuance
or incurrence in any year, (c) the covenants, events of default and other terms of which (other than maturity, fees, discounts,
interest rate, redemption terms and redemption premiums, which shall be determined in good faith by the Borrower) of such Unrestricted
Additional Term Notes, shall be on market terms at the time of issuance (as determined in good faith by the Borrower) of the Unrestricted
Additional Term Notes; provided that the Additional Term Notes shall not have the benefit of any financial maintenance covenant
unless (x) the Initial Term Loans have the benefit of such financial maintenance covenant on the same terms or (y) the Initial
Term Loans have in the future been provided with the benefit of a financial maintenance covenant, in which case such Additional
Term Notes issued after such future date may be provided with the benefit of the same financial maintenance covenant on the same
or less favorable terms, (d) no Restricted Subsidiary is a borrower or a guarantor with respect to such Indebtedness unless such
Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable,
the Obligations, (e) if such Unrestricted Additional Term Notes are secured, (i) the obligations in respect thereof shall
not be secured by Liens on the assets of the Parent and its Restricted Subsidiaries, other than assets constituting Collateral
and (ii) (x) if such Unrestricted Additional Term Notes are secured on a pari passu basis with the Obligations,
the Senior Representative for such Unrestricted Additional Term Notes shall enter into the Pari Passu Intercreditor Agreement or
other customary intercreditor agreement and (y) if such Unrestricted Additional Term Notes are secured on a junior basis to the
Obligations, the Senior Representative for such Unrestricted Additional Term Notes shall enter into a Second Lien Intercreditor
Agreement or other customary intercreditor agreement, in each case with the Administrative Agent and/or Collateral Agent substantially
consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes
and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance
reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required
to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may be secured by Liens that are pari passu
with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations), and (f) any Unrestricted Additional
Term Notes issued shall reduce or be counted against, on a dollar-for-dollar basis, the amount available to be drawn as Unrestricted
Incremental First Lien Indebtedness (it being understood that the Borrower may redesignate any such Indebtedness originally designated
as Unrestricted Additional Term Notes as Additional Term Notes if at the time of such redesignation, the Borrower would be permitted
to incur the aggregate principal amount of Indebtedness being so redesignated in accordance with the definition thereof (for purpose
of clarity, with any such redesignation having the effect of increasing the Borrower’s ability to incur Unrestricted Incremental
First Lien Indebtedness as of the date of such redesignation by the amount of such Indebtedness so redesignated)).


 


“Unrestricted
Incremental First Lien Indebtedness” has the meaning assigned to such term in Section 2.20(a).


 






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“Unrestricted
Subsidiary” means (a) any Subsidiary of the Parent designated as an “Unrestricted
Subsidiary” from time to time pursuant to Section 5.13 and (b) any Subsidiary of an Unrestricted Subsidiary.


 


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


 


“US Collateral
Agreement” means the Security Agreement dated as of November 20, 2014, as it may be from time to time amended, restated,
amended and restated, supplemented or otherwise modified, among the Borrower and the other US Loan Parties thereto from time to
time and the Collateral Agent.


 


“US Loan Parties”
means the Borrower and any Domestic Restricted Subsidiary that has Guaranteed the Obligations pursuant to the Subsidiary Guaranty.
As of the Effective Date, the US Loan Parties are set forth on Schedule 1.01(c).


 


“US Mortgage”
means a mortgage, deed of trust, or other security document granting a Lien on any Mortgaged Property located in the United States,
any State or province thereof or the District of Columbia to secure the Secured Obligations. Each Mortgage shall be substantially
in the form attached as Exhibit I hereto or otherwise in form and substance approved by Administrative Agent in its reasonable
discretion, or at Administrative Agent’s option, in the case of an Additional Mortgaged Property, an amendment to an existing
Mortgage, in form satisfactory to the Administrative Agent in its reasonable discretion, adding such Additional Mortgaged Property
to the real property encumbered by such existing Mortgage.


 


“US Security
Documents” means the US Collateral Agreement, the US Mortgages (if any), each of the agreements listed on Schedule
5.11(c), and each other security agreement or other instrument or document executed and delivered by a US Loan Party pursuant
to Section 5.11, Section 5.12 or Section 5.16 to secure the Secured Obligations.


 


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


 


“wholly
owned Subsidiary” or “wholly owned subsidiary” means,
with respect to any Person at any date, a subsidiary of such Person of which securities or other ownership interests representing
100% of the Equity Interests (other than (x) directors’ qualifying shares or (y) shares issued to foreign nationals to the
extent required by applicable law) are, as of such date, owned, controlled or held by such Person or one or more wholly owned
subsidiaries of such Person or by such Person and one or more wholly owned subsidiaries of such Person. For the avoidance of doubt,
“wholly owned Restricted Subsidiary” means a wholly owned Subsidiary that is a Restricted Subsidiary.


 






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“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Write-Down
and Conversion Powers” means, 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.


 


“Yield”
means, with respect to any Loan, Revolving Commitment, or Repricing Transaction, as the case may be, on any date of determination
as calculated by the Administrative Agent, (a) any interest rate margin, (b) increases in interest rate floors (but only to the
extent that an increase in the interest rate floor with respect to the Class of Term Loans would cause an increase in the interest
rate then in effect at the time of determination hereunder, and, in such case for purposes of Section 2.20, then the interest
rate floor (but not the interest rate margin solely for determinations under this clause (b)) applicable to such Class of
Term Loans shall be increased to the extent of such differential between interest rate floors), (c) original issue discount and
(d) upfront fees paid generally to all Persons providing such Loan or Commitment (with original issue discount and upfront fees
being equated to interest based on the shorter of (x) the Weighted Average Life to Maturity of such Loans and (y) four years),
but exclusive of any amendment or consent fees and arrangement, structuring, underwriting or similar fee paid to any Person in
connection therewith that are not shared generally with all Persons providing such Loan or Commitment.


 


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


 






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Section 1.03Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including”
shall be deemed to be followed by the phrase “without limitation.” The word
“will” shall be construed to have the same meaning and effect as the word
“shall.” Unless the context requires otherwise, (a) any definition of or reference
to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document
as from time to time amended, amended and restated, supplemented or otherwise modified (including pursuant to any permitted refinancing,
extension, renewal, replacement, restructuring or increase (in each case, whether pursuant to one or more agreements or with different
lenders or different agents), but subject to any restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns and,
in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all of the functions
thereof, (c) the words “herein,” “hereof”
and “hereunder,” and words of similar import, shall be construed to refer
to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement,
(e) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights, (f) any reference to any Requirement of Law shall, unless otherwise specified,
refer to such Requirement of Law as amended, modified or supplemented from time to time and shall include all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting such Requirement of Law, (g) the phrase “for
the term of this Agreement” and any similar phrases shall mean the period beginning on the Effective Date and ending
on the Latest Maturity Date, the term “manifest error” shall be deemed to
include any clearly demonstrable error whether or not obvious on the face of the document containing such error, (h) all references
to “knowledge” or “awareness” of any Loan Party or a Restricted Subsidiary thereof means the actual knowledge
of a Responsible Officer of a Loan Party or such Restricted Subsidiary and (i) all references to “in the ordinary course
of business” of the Parent or any Subsidiary thereof means (x) in the ordinary course of business of, or in furtherance of
an objective that is in the ordinary course of business of, the Parent and/or such Subsidiary, as applicable, (y) customary and
usual in the software industry where the Parent’s or any Subsidiary’s businesses are located or performed or (z) generally
consistent with the past or current practice of the Parent or any Subsidiary thereof and/or similarly situated software companies
where the Parent’s or any Subsidiary’s businesses are located or performed. Unless otherwise specified, all references
herein to times of day shall be references to New York City time (daylight or standard, as applicable).


 


Section 1.04Accounting
Terms; IFRS. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed
in accordance with IFRS, as in effect from time to time. 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 Parent, Holdco, 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 equitably reflect such Accounting Change with the desired result that the criteria for
evaluating the Parent’s and the Subsidiaries’ consolidated financial condition shall be the same after such Accounting
Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered
by the Parent, Holdco, the Borrower, the Administrative Agent and the Required Lenders, all financial ratios, covenants, standards
and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting
Change” refers to any change in accounting principles required by (A) the promulgation of any rule, regulation,
pronouncement or opinion by the IFRS Interpretations Committee and (B) any applicable change to the Companies Act 2006 applicable
to companies reporting under IFRS.


 


Notwithstanding anything in this Agreement
to the contrary, any change in IFRS or the application or interpretation thereof that would require operating leases to be treated
similarly as a capital or finance lease shall not be given effect in the definitions of Indebtedness or Liens or any related definitions
or in the computation of any financial ratio or requirement.


 






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Section 1.05Pro
Forma Calculations.


 


(a)With
respect to any period during which the Transactions or any Specified Transaction occurs, for purposes of determining the prepayments
required pursuant to Section 2.11(c), Section 2.11(d) or Section 2.11(k), permissibility of asset sales, compliance
with any test contained in this Agreement (including any incurrence test) or for any other specified purpose hereunder (including
for purposes of (i) testing the covenant set forth in Section 6.12 and (ii) determining the Applicable Margin in respect of any
period), calculation of the First Lien Leverage Ratio, Consolidated EBITDA, Consolidated Total Assets and the Total Leverage Ratio
or for any other purpose hereunder, such determinations and calculations with respect to such period shall be made on a Pro Forma
Basis.


 


(b)Notwithstanding
anything in this Agreement or any Loan Document to the contrary, in connection with any action being taken in connection with a
Limited Condition Transaction, for purposes of:


 


(i)determining
compliance with any provision of this Agreement (including the determination of compliance with representations, warranties or
any other provision of this Agreement which requires no Default or Event of Default has occurred or is continuing or would result
therefrom); or


 


(ii)calculating
any ratio or testing availability under baskets set forth in this Agreement (including the Available Amount or any other baskets
(including incremental facilities or any baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets));


 


(iii)in
each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited
Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted
hereunder (including the determination of any such ratio, amount or availability of the Available Amount, or any other basket and
the determination of the accuracy of any representation or warranty or whether a Default or Event of Default has occurred, is continuing
or would result therefrom, or other applicable covenant) shall be deemed to be the date the definitive agreement for such Limited
Condition Transaction is entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited
Condition Transaction, the Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the
relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied
with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance
was determined or tested as of the LCT Test Date would have failed to have been satisfied as a result of fluctuations in any such
ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Consolidated Total Assets, at or prior to the consummation
of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have failed to have been satisfied as
a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection
with any event or transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited
Condition Transaction is consummated or the date that the definitive agreement or date for redemption, repurchase, defeasance,
satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated,
expires or passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”)
in connection with which a ratio, test or basket availability calculation must be made on a Pro Forma Basis or giving pro forma
effect to such Subsequent Transaction, for purposes of determining whether such ratio, test or basket availability has been complied
with under this Agreement, any such ratio, test or basket shall be calculated (x) on a Pro Forma Basis assuming such Limited Condition
Transaction and other transactions in connection therewith have been consummated and (y) for Restricted Payments only, without
giving effect to such Limited Condition Acquisition.


 






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Section 1.06Currency
Translation.


 


(a)For
purposes of determining compliance as of any date after the Effective Date with Section 5.14, Section 6.01, Section
6.02, Section 6.03, Section 6.04, Section 6.05, Section 6.08, Section 6.09 or Section
6.12, or for purposes of making any determination under Section 7.01(f), (g), (j), or (l), or for
any other specified purpose hereunder, amounts incurred or outstanding in currencies other than Dollars shall be translated into
Dollars at the exchange rates in effect on the last Business Day of the fiscal quarter immediately preceding the fiscal quarter
in which such determination occurs or in respect of which such determination is being made, as such exchange rates shall be determined
in good faith by the Borrower by reference to customary indices; provided that for purposes of determining compliance with
the First Lien Leverage Ratio or Total Leverage Ratio on any date of determination, amounts denominated in a currency other than
Dollars will be translated into Dollars (i) with respect to income statement items, at the currency exchange rates used in calculating
Consolidated Net Income in the Parent’s latest financial statements delivered pursuant to Section 5.01(a) or (b)
and (ii) with respect to statement of financial position items, at the currency exchange rates used in calculating statement of
financial position items in the Parent’s latest financial statements delivered pursuant to Section 5.01(a) or (b)
and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with IFRS, of Swap Agreements
permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination
of the Dollar equivalent of such Indebtedness. No Default or Event of Default shall arise as a result of any limitation or threshold
set forth in Dollars in Section 5.12, Section 6.01, Section 6.02, Section 6.03, Section 6.04,
Section 6.05, Section 6.08, Section 6.09, Section 6.12 or Section 7.01(f), (g), (j),
or (l), being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the last
day of the fiscal quarter immediately preceding the fiscal quarter in which such determination occurs or in respect of which such
determination is being made.


 


(b)The
Administrative Agent (or the Issuing Bank to the extent otherwise set forth in this Agreement) shall determine the Dollar Equivalent
of any Letter of Credit denominated in Euros or any other Alternative Currency as of (i) each date (with such date to be reasonably
determined by the Administrative Agent or Issuing Bank, as applicable) that is on or about the date of each request for the issuance,
amendment, renewal or extension of any Letter of Credit, (ii) each date on which the Dollar Equivalent in respect of any Borrowing
is determined pursuant to paragraph (c) of this Section, and each such amount shall be the Dollar Equivalent of such Letter
of Credit until the next required calculation thereof pursuant to this Section 1.06(b) and (iii) from time to time with
notice to the Borrower in its reasonable discretion.


 






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(c)The
Administrative Agent shall determine the Dollar Equivalent of any Borrowing denominated in Euros or any other Alternative Currency
as of (i) each date (with such date to be reasonably determined by the Administrative Agent) that is on or about the date of a
Borrowing Request or Interest Election Request or the beginning of each Interest Period with respect to any Borrowing, (ii) each
date on which the Dollar Equivalent in respect of any Letter of Credit is determined pursuant to paragraph (b) of this Section,
and each such amount shall be the Dollar Equivalent of such Borrowing until the next required calculation thereof pursuant to this
Section 1.06(c) and (iii) from time to time with notice to the Borrower in its reasonable discretion; provided that
if a prepayment of Term Loans is required under Section 2.11, the Dollar Equivalent of such Term Loans for purposes of determining
the relative application of the prepayment among multiple Classes of Term Loans shall be determined as of the date of such prepayment,
or if earlier, the date that notice of such prepayment is furnished by the Borrower.


 


(d)The
Dollar Equivalent of any LC Disbursement made by the Issuing Bank in Euros or any other Alternative Currency and not reimbursed
by the Borrower shall be determined as set forth in Section 2.05(e).


 


(e)The
Administrative Agent (or the Issuing Bank) shall notify the Borrower, the applicable Lenders and the Issuing Bank of each calculation
of the Dollar Equivalent of each Letter of Credit, Borrowing and LC Disbursement.


 


Section 1.07Rounding.
Any financial ratios required to be maintained pursuant to this Agreement (or required to be satisfied in order for a specific
action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result
up or down to the nearest number (with a rounding-up for five). For example, if the relevant ratio is to be calculated to the hundredth
decimal place and the calculation of the ratio is 5.125, the ratio will be rounded up to 5.13.


 


Section 1.08Timing
of Payment or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated
to be due or performance required on (or before) a day which is not a Business Day, the date of such payment (other than as described
in the definition of “Interest Period”) or performance shall extend to the
immediately succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may
be.


 


Section 1.09Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the
stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter
of Credit that, by its terms or the terms of any Letter of Credit Application related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of
such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such
time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount
may still be drawn thereunder by any reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed
to be “outstanding” in the amount so remaining available to be drawn.


 






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Section 1.10Certifications;
Provision of Information. All provisions of information, presentations, statements and certifications to be made hereunder
by a director, officer or other representative of a Loan Party or other Restricted Subsidiary shall be made by such a Person in
his or her capacity solely as an officer or a representative of such Loan Party or other Restricted Subsidiary, on such Loan Party’s
or such Restricted Subsidiary’s behalf and not in such Person’s individual capacity, and without personal liability.


 


Section 1.11Compliance
with Article VI. In the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application
of all or a portion of the proceeds thereof), Disposition, Restricted Payment, Affiliate transaction, restrictive agreement or
prepayment of Indebtedness meets the criteria of one or more than one of the categories of transactions then permitted pursuant
to any clause of such Sections in Article VI, such transaction (or portion thereof) at any time shall be permitted under
one or more of such clauses as determined by the Borrower in its sole discretion at such time.


 


Section 1.12Reversion
Provision. The parties hereto agree that if the Seattle Acquisition is not consummated on or prior to the Applicable Acquisition
Consummation Deadline, then (w) any provision in this Agreement that provides the Parent or any of its Subsidiaries (including,
for the avoidance of doubt, the Borrower) additional capacity for incurrence under fixed dollar baskets under Article VI
or increased dollar thresholds under Article VII, in each case, relative to the corresponding provision in the Existing
Credit Agreement, shall instead be deemed to be replaced by such corresponding provision in the Existing Credit Agreement, (x)
the dollar amounts set forth in (i) clause (x) of the definition of “Unrestricted Incremental First Lien Indebtedness”,
(ii) the provisos to clauses (D) and (E) of Section 2.20(b), (iii) the proviso to clause (i) of the definition of “Additional
Debt”, (iv) the second proviso to the definition of “Additional Term Notes”, (vi) the proviso to clause (b) of
the definition of “Unrestricted Additional Term Notes”, and (v) clause (a)(1) of Section 6.01(a)(xxxii), in
each case, shall be deemed to be replaced by such corresponding provision in the Existing Credit Agreement, (y) the initial aggregate
principal of the Lender’s Revolving Commitments shall be $375,000,000 (with the Initial Revolving Loans and Initial Revolving
Commitments reallocated by the Administrative Agent among the Revolving Lenders on a pro rata basis) and (z) (i) the LC Sublimit
shall be $40,000,000 and (ii) the Swingline Sublimit shall be $20,000,000.


 






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Article
II

The Credits


 


Section 2.01Commitments.


 


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


 


(i)each
Lender with a Tranche B-2 Term Commitment severally agrees, on the terms and conditions set forth in Amendment No. 3 and herein,
to have the outstanding principal amount of its Tranche B-2 Term Loans (or such lesser amount as notified and allocated to such
Lender by the Administrative Agent, as determined by the Administrative Agent and the Borrower in their sole discretion) in an
amount not to exceed its Tranche B-2 Term Commitment, automatically rolled over and continued as Tranche B-2 Term Loans denominated
in Dollars, and remaining outstanding pursuant to this Agreement, effective as of the Effective Date;


 


(ii)each
Lender with a Tranche B-3 Term Commitment severally agrees, on the terms and conditions set forth in the Escrow Credit Agreement
and herein, to have the outstanding principal amount of its Dollar-denominated term loans (or such lesser amount as notified and
allocated to such Lender by the Administrative Agent, as determined by the Administrative Agent and the Borrower in their sole
discretion) in an amount not to exceed its Tranche B-3 Term Commitment, automatically converted into and deemed issued as Tranche
B-3 Term Loans denominated in Dollars under and outstanding pursuant to this Agreement, effective as of the Effective Date; and


 


(iii)each
Lender with a Euro Tranche Term Commitment severally agrees, on the terms and conditions set forth in the Escrow Credit Agreement
and herein, to have the outstanding principal amount of its Euro-denominated term loans (or such lesser amount as notified and
allocated to such Lender by the Administrative Agent, as determined by the Administrative Agent and the Borrower in their sole
discretion) in an amount not to exceed its Euro Tranche Term Commitment, automatically converted into and deemed issued as Euro
Tranche Term Loans denominated in Euros under and outstanding pursuant to this Agreement, effective as of the Effective Date.


 


(b)Subject
to the terms and express conditions set forth herein, each applicable Lender severally agrees to make Revolving Loans to the Borrower
from time to time during the Revolving Availability Period in Dollars in an aggregate principal amount that will not result in
such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment.


 


(c)Within
the foregoing limits and subject to the terms and express conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans (without premium or penalty). Amounts repaid or prepaid in respect of Term Loans may not be reborrowed. The Tranche
B-2 Term Commitments, the Tranche B-3 Term Commitments and the Euro Tranche Term Commitments will terminate in full upon the making,
rollover, conversion and deemed issuance of the Loans referred to in clause (a) above.


 






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Section 2.02Loans
and Borrowings.


 


(a)Each
Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class, Type and currency
by the Lenders ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder, provided that the Commitments
of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.


 


(b)Subject
to Section 2.14, (i) each Revolving Loan Borrowing denominated in Euros or other Alternative Currency shall be comprised
entirely of Eurocurrency Loans, (ii) each Term Loan Borrowing denominated in Euros shall be comprised entirely of Eurocurrency
Loans and (iii) each Revolving Loan Borrowing and Term Loan Borrowing denominated in Dollars shall be comprised entirely of
ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each
Lender at its option may make any Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make
such Loan, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan
in accordance with the terms of this Agreement.


 


(c)At
the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is
an integral multiple of $500,000 (or, in the case of Borrowings denominated in (i) Euros, €500,000 or (ii) any other Alternative
Currency, a like amount) and not less than $500,000 (or, in the case of Borrowings denominated in (i) Euros, €500,000 or (ii)
any other Alternative Currency, a like amount). At the time that each ABR Revolving Loan Borrowing is made, such Borrowing shall
be in an aggregate amount that is an integral multiple of $100,000 and not less than $100,000. Each Swingline Loan shall be in
an amount that is an integral multiple of $100,000 and not less than $100,000. Borrowings of more than one Type and Class may be
outstanding at the same time, provided that there shall not at any time be more than a total of 16 Eurocurrency Borrowings
outstanding plus up to an additional 3 Interest Periods in respect of each (i) Incremental Facility, (ii) Extended Term Loans and
Extended Revolving Commitments, and (iii) Other Term Loans and Other Revolving Loans. Notwithstanding anything to the contrary
herein, the Revolving Loans comprising any Borrowing may be in an aggregate amount that is equal to the entire unused balance of
the aggregate Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e), and a Swingline Loan may be in an aggregate amount that is equal to the entire unused balance of the aggregate Swingline
Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e).


 


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


 






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(e)The
obligations of the Revolving Lenders hereunder to make Revolving Loans, to fund participations in Letters of Credit and Swingline
Loans and to make payments pursuant to Section 9.03(c) are several and not joint (it being understood that the foregoing
shall in no way be in derogation of the reallocation of participations in Letters of Credit and Swingline Loans among the Revolving
Lenders contemplated by Section 2.22(a)(iv)).


 


Section 2.03Requests
for Borrowings. To request a Revolving Loan Borrowing, the Borrower shall notify the Administrative Agent of such request by
telephone (a) in the case of a Eurocurrency Borrowing denominated in Dollars, not later than 1:00 p.m., New York City time, three
Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in Euros or Sterling,
not later than 1:00 p.m., London time, three Business Days before the date of the proposed Borrowing, (c) in the case of a Eurocurrency
Borrowing denominated in any other Alternative Currency, no later than 1:00 p.m., London time, four Business Days before the date
of the proposed Borrowing (or a shorter notice period to be agreed between the Borrower and the Administrative Agent at the time
any Alternative Currency is specified other than the Alternative Currencies provided for in clauses (a) and (b))
or (d) in the case of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing;
provided that any notice of a Borrowing to be made on the Effective Date (whether a Eurocurrency Borrowing or ABR Borrowing
or denominated in Euros) may be given not later than 11:00 a.m., New York City time (or such later time as the Administrative Agent
may reasonably agree), one Business Day prior to the date of the proposed Borrowing, which notice may be subject to the effectiveness
of the Credit Agreement. Each such telephonic Borrowing Request shall be confirmed promptly by hand delivery, electronic communication
(including Adobe pdf file) or facsimile to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each
such telephonic and written Borrowing Request shall specify the following information:


 


(i)the
Class of such Borrowing;


 


(ii)the
currency and aggregate amount of such Borrowing;


 


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


 


(iv)whether
such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;


 


(v)in
the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period”; provided, however,
that if the Borrower wishes to request a Eurocurrency Borrowing having an Interest Period other than one, two, three or six months
in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative
Agent not later than 11:00 a.m., New York City time, four Business Days (or Five Business Days in the case of an Alternative Currency
(other than Euros or Sterling)) prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative
Agent shall give prompt notice to the applicable Lenders of such request and determine whether the requested Interest Period is
acceptable to all of them. Not later than 11:00 a.m., New York City time, three Business Days (or four Business Days in the case
of an Alternative Currency (other than Euros or Sterling)) before the requested date of such Borrowing, conversion or continuation,
the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period
has been consented to by all the applicable Lenders;


 






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(vi)the
location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements
of Section 2.06; and


 


(vii)in
the case of a Borrowing Request made in respect of a Revolving Loan Borrowing (other than a Revolving Loan Borrowing made on the
Effective Date), that as of such date the express conditions in Section 4.02(a) and (b) are satisfied (or waived).


 


If no currency is specified with respect
to any Eurocurrency Borrowing, the Borrower shall be deemed to have selected Dollars. If no election as to the Type of Borrowing
is specified, then the requested Borrowing shall be (A) in the case of a Borrowing denominated in Dollars, an ABR Borrowing and
(B) in the case of a Borrowing denominated in Euros or other Alternative Currency, a Eurocurrency Borrowing. If no Interest Period
is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest
Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative
Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing.


 


Section 2.04Swingline
Loans.


 


(a)General.
Subject to the terms and express conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower
in Dollars from time to time on any Business Day during the Revolving Availability Period, in an aggregate principal amount at
any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline
Sublimit or (ii) after giving effect to Section 2.22(a)(iv), the aggregate Revolving Exposures exceeding the aggregate Revolving
Commitments, provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding
Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Swingline Loans. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately
upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees
to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving
Lender’s Applicable Percentage times the amount of such Swingline Loan.


 


(b)Borrowing
Procedures. Each Swingline Loan shall be made upon the Borrower’s notice to the Swingline Lender and the Administrative
Agent, which may be given by (A) telephone or (B) a Swingline Loan Notice; provided that any telephonic notice shall be
irrevocable and must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan
Notice. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m., New York
City time, on the requested borrowing date and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000,
and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any Swingline
Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative
Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone
or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of any Revolving Lender) prior to 2:00 p.m., New York City time, on the date of the proposed Swingline
Loan (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso
to the first sentence of Section 2.04(a) or (B) that one or more of the applicable conditions specified in Article IV
is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m., New
York City time, on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available
to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available
funds.


 






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(c)Refinancing
of Swingline Loans.


 


(i)The
Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably
authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Revolving Loan in an amount equal
to such Revolving Lender’s Applicable Percentage of the amount of Swingline Loans then outstanding. Such request shall be
made in writing and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified
therein for the principal amount of a Revolving Loan Borrowing, but subject to the unutilized portion of the aggregate Revolving
Commitment and the conditions set forth in Section 9 of Amendment No. 3. The Swingline Lender shall furnish the Borrower with a
copy of the applicable written request promptly after delivering such notice to the Administrative Agent. Each Revolving Lender
shall make an amount equal to its Applicable Percentage of the amount specified in such written request available to the Administrative
Agent in immediately available funds for the account of the Swingline Lender at the Administrative Agent’s Office not later
than 1:00 p.m., New York City time, on the day specified in such written request, whereupon, subject to Section 2.04(d),
each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Loan to the Borrower in such amount.
The Administrative Agent shall remit the funds so received to the Swingline Lender.


 


(ii)If
for any reason any Swingline Loan cannot be refinanced by such a Revolving Loan Borrowing in accordance with Section 2.04(c)(i),
the request for a Revolving Loan Borrowing submitted by the Swingline Lender as set forth herein shall be deemed to be a request
by the Swingline Lender that each of the Revolving Lenders fund its risk participation in the relevant Swingline Loan and each
Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i)
shall be deemed payment in respect of such participation.


 


(iii)If
any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required
to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section
2.04(c)(i), the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on
demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and
a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such
amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant
Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted
to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive
absent manifest error.


 






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(iv)Each
Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant
to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A)
any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Borrower
or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event
or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s
obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section
4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline
Loans, together with interest as provided herein.


 


(d)Repayment
of Participations.


 


(i)At
any time after any Revolving Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender
receives any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Applicable
Percentage thereof in the same funds as those received by the Swingline Lender.


 


(ii)If
any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned
by the Swingline Lender under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered
into by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Applicable Percentage
thereof on demand of the Administrative Agent, plus interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater
of the Federal Funds Effective Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on
interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection
with the foregoing, such amount to be payable on demand. The Administrative Agent will make such demand upon the request of the
Swingline Lender. The obligations of the Lenders under this clause (ii) shall survive the payment in full of the Obligations
and the termination of this Agreement.


 






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(e)Interest
for Account of Swingline Lender. The Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline
Loans. Until each Revolving Lender funds its Revolving Loan or risk participation pursuant to this Section 2.04 to refinance
such Revolving Lender’s Applicable Percentage of any Swingline Loan, interest in respect of such Applicable Percentage shall
be solely for the account of the Swingline Lender.


 


(f)Payments
Directly to Swingline Lender. The Borrower shall make all payments of principal and interest in respect of the Swingline Loans
directly to the Swingline Lender.


 


Section 2.05Letters
of Credit.


 


(a)General.
On the Effective Date, each Existing Letter of Credit will, automatically and without any action on the part of any Person, be
deemed to be a Letter of Credit issued under the revolving credit facility as set forth on Schedule 1.03 hereto for all
purposes of this Agreement and the other Loan Documents. Subject to the terms and express conditions set forth herein, the Borrower
may request (and the Issuing Bank shall issue) the issuance of Letters of Credit for its own account (or for the account of the
Parent or any Subsidiary) in a form reasonably acceptable to the Issuing Bank, at any time and from time to time prior to the end
of the Revolving Availability Period.


 


(b)Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions.


 


(i)To
request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower
shall hand deliver or telecopy (or transmit by electronic communication reasonably acceptable to the Issuing Bank) to the Issuing
Bank (except that the Issuing Bank in respect of Existing Letters of Credit shall not issue any additional Letters of Credit, except
to the extent that it otherwise becomes or continues as an Issuing Bank hereunder, and, unless agreed by it, shall not be required
to amend, renew or extend an Existing Letter of Credit) and the Administrative Agent (not later than 1:00 p.m., New York City time,
at least two (2) Business Days in advance (or, with respect to a Letter of Credit to be denominated in an Alternative Currency,
at least three (3) Business Days in advance) or a shorter time period if approved by the Issuing Bank in its reasonable discretion,
of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph
(c) of this Section), the amount of such Letter of Credit, the currency in which such Letter of Credit is to be denominated
(which shall be in Dollars, Euros or any other Alternative Currency), the name and address of the beneficiary thereof, the documents
to be presented by such beneficiary in case of any drawing thereunder, the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder, such other matters as the Issuing Bank may reasonably require and such other information
as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower
also shall submit a letter of credit application on the Issuing Bank’s standard form in connection with any request for a
Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if, after giving effect to such issuance,
amendment, renewal or extension, (i) the LC Exposure shall not exceed the LC Sublimit and (ii) the aggregate Revolving Exposure
shall not exceed the aggregate Revolving Commitments.


 






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(ii)Promptly
after receipt of any such request pursuant to Section 2.05(b)(i), the Issuing Bank will confirm with the Administrative
Agent (by telephone or in writing) that the Administrative Agent has received a copy of such request from the Borrower and, if
not, the Issuing Bank will provide the Administrative Agent with a copy thereof. Unless the Issuing Bank has received written notice
from any Revolving Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of
issuance or amendment of the applicable Letter of Credit, that one or more applicable express conditions contained in Section
4.02 shall not then be satisfied, then, subject to the terms and express conditions hereof, the Issuing Bank shall, on the
requested date, issue a Letter of Credit for the account of the Borrower (or the Parent or the applicable Subsidiary) or enter
into the applicable amendment, as the case may be, in each case in accordance with the Issuing Bank’s usual and customary
business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Issuing Bank a risk participation in such Letter of Credit in an amount
equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Letter of Credit.


 


(iii)The
Issuing Bank shall not be under any obligation to issue or renew any Letter of Credit if:


 


(A)any
order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain the Issuing Bank from
issuing the Letter of Credit, or any law applicable to the Issuing Bank or any request or directive (whether or not having the
force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing
Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing
Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise
compensated hereunder) in each case not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss,
cost or expense which was not applicable on the Closing Date (for which the Issuing Bank is not otherwise compensated hereunder);


 


(B)the
issuance of such Letter of Credit would violate (x) any laws binding upon or otherwise applicable to the Issuing Bank or (y) one
or more policies of the Issuing Bank regarding completion of customary “know your customer” requirements on the beneficiary
of such Letter of Credit and any Subsidiary of the Borrower that is a co-applicant for such Letter of Credit; 


 






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(C)the
applicable Letter of Credit is of the type described in clause (b) of the definition of “Letter of Credit” and the
Issuing Bank does not as of the issuance date of the requested Letter of Credit issue Letters of Credit of such type;


 


(D)the
Letter of Credit is to be (x) denominated in a currency other than Dollars, Euros, Sterling, or any other Alternative Currency
unless otherwise agreed by the Issuing Bank or (y) such Letter of Credit is a guarantee, indemnity or other instrument issued by
a lending office of the Issuing Bank outside of any state, commonwealth or territory of the United States of America or the United
Kingdom unless, unless otherwise agreed by such Issuing Bank; and


 


(E)it is
not required to do so pursuant to Section 2.22(c).


 


(iv)The
Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) the Issuing Bank would have no obligation at such
time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does
not accept the proposed amendment to the Letter of Credit.


 


(v)The
Issuing Bank shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents
associated therewith, and the Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent
in Article VIII with respect to any acts taken or omissions suffered by the Issuing Bank in connection with Letters of Credit
issued by it or proposed to be issued by it and Letter of Credit Application pertaining to such Letters of Credit as fully as if
the term “Administrative Agent” as used in Article VIII included the Issuing Bank with respect to such acts
or omissions, and (B) as additionally provided herein with respect to the Issuing Bank.


 


(vi)Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to
the beneficiary thereof, the Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy
of such Letter of Credit or amendment.


 


(c)Expiration
Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date that is one year
after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such
renewal or extension) and (ii) the Letter of Credit Expiration Date, provided if the Borrower so requests in any applicable
Letter of Credit Application, the Issuing Bank shall agree to issue a Letter of Credit that has automatic renewal provisions (each,
an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit
the Issuing Bank to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of
such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice
Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise
directed by the Issuing Bank, the Borrower shall not be required to make a specific request to the Issuing Bank for any such renewal.
Once an Auto-Renewal Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require)
the Issuing Bank to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit
Expiration Date; provided that the Issuing Bank shall not permit any such renewal if (A) the Issuing Bank has determined
that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason
of the provisions of Section 2.05(b)(ii) or otherwise), or (B) it has received notice (which may be by telephone, followed
promptly in writing, or in writing) on or before the day that is thirty (30) days before the Nonrenewal Notice Date from the Administrative
Agent or any Revolving Lender, as applicable, or the Borrower that one or more of the applicable express conditions specified in
Section 4.02 is not then satisfied (or waived), and provided further that, if agreed to by the Issuing
Bank in its sole discretion, a Letter of Credit may, upon the request of the Borrower, be renewed for a period beyond the date
that is the Revolving Maturity Date if, at the time of such request or such other time as may be agreed by the Issuing Bank, such
Letter of Credit has become subject to cash collateralization (at 103% of the face value of such Letter of Credit) or other arrangements
satisfactory to the Issuing Bank.


 






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(d)Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each
Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s
Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance
of the foregoing each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the
account of the Issuing Bank, such Revolving Lender’s Applicable Percentage of (i) each LC Disbursement made by the Issuing
Bank in Dollars and (ii) the Dollar Equivalent, using the Exchange Rate in effect on the date such payment is required, of each
LC Disbursement made by the Issuing Bank in Euros or other Alternative Currency and, in each case, not reimbursed by the Borrower
on the date due as provided in Section 2.05(e), or of any reimbursement payment required to be refunded to the Borrower
for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including
any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination
of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.


 


(e)Reimbursement.
If the Issuing Bank shall honor a Letter of Credit drawing presented under a Letter of Credit, the Borrower shall reimburse such
Letter of Credit honored by paying to the Administrative Agent an amount equal to the Dollar Equivalent, calculated using the Exchange
Rate when such payment is due, of such LC Disbursement, in Dollars, in each case, not later than 3:00 p.m., New York City time,
on the second Business Day succeeding the date on which the Issuing Bank notifies the Borrower in writing of such Letter of Credit
honoring or the Applicable Time on the date of any payment by the Issuing Bank under a Letter of Credit to be reimbursed in an
Alternative Currency, provided that, if such LC Applicable Disbursement is not less than $500,000, the Borrower may, subject
to the express conditions to borrowing set forth herein, request in accordance with Section 2.03 or Section 2.04
that such payment be financed with a Revolving Loan Borrowing of the same Class or a Swingline Loan in an amount equal to the Dollar
Equivalent, calculated using the Exchange Rate on the date when such payment is due, of such LC Disbursement and, to the extent
so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Revolving Loan
Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, then the Administrative Agent shall notify each
Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Revolving
Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the
Administrative Agent its Applicable Percentage of the payment then due from the Borrower (such payment from such Revolving Lender
to be made on demand with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to the Issuing Bank at a rate per annum equal to the greater of the Federal Funds Effective Rate and a
rate determined by the Issuing Bank in accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing), in the same manner as provided
in Section 2.06 with respect to Loans made by such Revolving Lender (and Section 2.06 shall apply, mutatis
mutandis, to the payment obligations of the Revolving Lender), and the Administrative Agent shall promptly pay to the Issuing
Bank the amounts so received by it from the Revolving Lender. Promptly following receipt by the Administrative Agent of any payment
from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to
the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Revolving
Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of Revolving Loans or a Swingline Loan as contemplated
above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.


 






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(f)Repayment
of Participations.


 


(i)At
any time after the Issuing Bank has made an LC Disbursement and has received from any Revolving Lender such Revolving Lender’s
payment in respect of such LC Disbursement pursuant to Section 2.05(e), if the Administrative Agent receives for the account
of the Issuing Bank any payment in respect of the related LC Disbursement or interest thereon (whether directly from the Borrower
or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent in accordance with this Agreement),
the Administrative Agent will distribute to such Revolving Lender its Applicable Percentage thereof in the same funds as those
received by the Administrative Agent.


 


(ii)If
any payment received by the Administrative Agent for the account of the Issuing Bank pursuant to Section 2.05(e) is required
to be returned under any of the circumstances described in Section 9.08 (including pursuant to any settlement entered into
by the Issuing Bank in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the Issuing
Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date
of such demand to the date such amount is returned by such Revolving Lender, at a rate per annum equal to the Federal Funds Effective
Rate from time to time in effect. The obligations of the Lenders under this clause (ii) shall survive the payment in
full of the Obligations and the termination of this Agreement.


 






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


 






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(h)Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower of
such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder, provided that
any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank
and the Revolving Lender with respect to any such LC Disbursement in accordance with Section 2.05(e).


 


(i)Interim
Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement
in full as set forth in Section 2.05(e), the unpaid amount thereof shall bear interest, for each day from and including
the first Business Day after receipt of notice to but excluding the date that the Borrower reimburses such LC Disbursement, at
the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement
when due pursuant to Section 2.05(e) (after the expiration of any applicable grace period), then Section 2.13(c)
shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued
on and after the date of payment by any Revolving Lender pursuant to Section 2.05(e) to reimburse the Issuing Bank shall
be for the account of such Revolving Lender to the extent of such payment.


 


(j)Role
of Issuing Bank. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the Issuing Bank
shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required
by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the
Person executing or delivering any such document. None of the Issuing Bank, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the Issuing Bank shall be liable to any Lender for (i) any action taken
or omitted in connection herewith at the request or with the approval of the Required Revolving Lenders or the Required Lenders,
as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application.
The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any
Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower
from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.


 


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


 






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(l)Notwithstanding
that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, the Parent
or any Subsidiary, the Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings
under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of the Parent
and/or any Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits
from the businesses of the Parent or such Subsidiaries.


 


(m)Applicability
of ISP and UCP. Unless otherwise expressly agreed by the Issuing Bank and the Borrower, when a Letter of Credit is issued (including
any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of Credit.


 


(n)Conflict
with Letter of Credit Application. In the event of any inconsistency between the terms and conditions of this Agreement and
the terms and conditions of any Letter of Credit Application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control,
and any grant of a security interest in any form of Letter of Credit Application or other agreement shall be null and void.


 


(o)Provisions
Related to Extended Revolving Commitments. If the maturity date in respect of any tranche of Revolving Commitments occurs prior
to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Commitments in respect of which
the maturity date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been
issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving
Loans and payments in respect thereof pursuant to Section 2.05(c)) under (and ratably participated in by Lenders pursuant
to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate
principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount
of any Letter of Credit may be so reallocated and no Letter of Credit denominated in an Alternative Currency may be reallocated
to Revolving Commitments that do not permit Borrowings in such currency) and (ii) to the extent not reallocated pursuant to immediately
preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.05(c)
or otherwise backstop such Letter of Credit on terms reasonably satisfactory to the Issuing Bank. If, for any reason, such Cash
Collateral is not provided or the reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue
to be responsible for their participating interests in the Letters of Credit. Except to the extent of reallocations of participations
pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche
of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders
in any Letter of Credit issued before such maturity date. Commencing with the maturity date of any tranche of Revolving Commitments,
the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.


 






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(p)Addition
of an Issuing Bank. A Revolving Lender (or any of its Subsidiaries or Affiliates) may become an additional Issuing Bank hereunder
pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Lender. The Administrative Agent
shall notify the Revolving Lenders of any such additional Issuing Bank.


 


Section 2.06Funding
of Borrowings.


 


(a)Each
Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds
by (i) 11:00 a.m., New York City time, in the case of a Eurocurrency Borrowing denominated in Dollars or an ABR Borrowing for which
notice has been provided one Business Day prior to the date of the proposed Borrowing, (ii) 9:00 a.m., New York City time, in the
case of any Borrowings denominated in an Alternative Currency, or (iii) 3:00 p.m., New York City time, in the case of an ABR Borrowing
(other than as provided in clause (i)), in each case to the account of the Administrative Agent most recently designated by it
for such purpose by notice to the Lenders, provided that Swingline Loans shall be made as provided in Section 2.04. The
Administrative Agent will make such Loans available to the Borrower by wire transfer of the amounts so received, in immediately
available funds, to an account of the Borrower, in each case designated by the Borrower in the applicable Borrowing Request, provided
that ABR Revolving Loans or Swingline Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e)
shall be remitted by the Administrative Agent to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant
to Section 2.05(e) to reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank as their interests
may appear.


 


(b)Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption and in its sole discretion, make available to the Borrower a corresponding amount. In such event,
after giving effect to the reallocations pursuant to Section 2.22(a)(iv), if a Lender has not in fact made its share of
the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to
pay to the Administrative Agent, within five (5) Business Days of written notice, such corresponding amount with interest thereon,
for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of such Lender, (A) if such Borrowing is denominated in Dollars, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation and (B) if such Borrowing is denominated in Euros or other Alternative Currency, the rate reasonably determined in
accordance with customary practices by the Administrative Agent to be the cost to it of funding such amount, or (ii) in the case
of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such
amount shall constitute such Lender’s Loan included in such Borrowing.


 






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Section 2.07Interest
Elections.


 


(a)Each
Revolving Loan Borrowing and Term Loan Borrowing initially shall be of the Type specified in the applicable Borrowing Request or
designated by Section 2.03 and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified
in such Borrowing Request or designated by Section 2.03. Thereafter, the Borrower may elect to convert such Borrowing to
a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor,
all as provided in this Section, provided that the Borrower may not elect to convert any Borrowing denominated in Euros
or an Alternative Currency to an ABR Borrowing and may not change the currency of any Borrowing. The Borrower may elect different
options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Swingline Loan Borrowings, which may not be converted or continued.


 


(b)To
make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by
the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Loan
Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Interest Election Request substantially in the form of Exhibit B and signed by the Borrower.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(e)If
the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period
(i) if such Borrowing is denominated in Dollars, such Borrowing shall be converted to an ABR Borrowing and (ii) if such Borrowing
is denominated in Euros or an Alternative Currency, such Borrowing shall continue as a Eurocurrency Borrowing with an Interest
Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default under Section 7.01(a), 7.01(b),
7.01(h) or 7.01(i) has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders,
so notifies the Borrower, then, so long as such Event of Default is continuing, no outstanding Borrowing may be continued for an
Interest Period of more than one month’s duration.


 


Section 2.08Termination
and Reduction of Commitments.


 


(a)Unless
previously terminated or extended, the Revolving Commitments shall terminate on the Revolving Maturity Date.


 


(b)The
Borrower may at any time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class; provided
that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and (ii)
the Borrower shall not terminate or reduce any Class of Revolving Commitments to the extent that, after giving effect to any concurrent
prepayment of the Revolving Loans of such Class in accordance with Section 2.11, the aggregate Revolving Exposure (calculated
using the Exchange Rate in effect as of the date of the proposed termination or reduction) of such Class (excluding the portion
of the Revolving Exposure attributable to outstanding Letters of Credit if and to the extent that the Borrower has Cash Collateralized
(at 103% of the face value of such Letters of Credit) or made other arrangements satisfactory to the Issuing Bank with respect
to such Letters of Credit) would exceed the aggregate Revolving Commitments of such Class.


 


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


 






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(d)The
Borrower, in its sole discretion, shall have the right, but not the obligation, upon at least one Business Days’ notice to
a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment;
provided that, after giving effect to such termination, the aggregate Revolving Exposure of all Revolving Lenders does not
exceed the aggregate Revolving Commitments. Such termination shall be effective with respect to such Defaulting Lender’s
unused portion of its Commitment on the date set forth in such notice. No termination of the Commitment of a Defaulting Lender
shall be deemed a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank, the Swingline Lender
or any Lender may have against the Defaulting Lender.


 


Section 2.09Repayment
of Loans; Evidence of Debt.


 


(a)The
Borrower unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount
of each Term Loan of such Lender as provided in Section 2.10. The Borrower unconditionally promises to pay to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender made to the Borrower
on the Revolving Maturity Date and, to the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier
of the Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar
month and is at least five Business Days after such Swingline Loan is made, provided that on each date that a Revolving Loan Borrowing
is made, the Borrower shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested.


 


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


 


(c)The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder to the Borrower,
the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder from the Borrower for the account of the Lenders and each Lender’s share thereof.


 


(d)The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein, provided that (i) the failure of any Lender or
the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans and pay interest thereon in accordance with the terms of this Agreement and (ii) in the event of any conflict
with the Register, the Register shall govern absent manifest error.


 






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(e)Any
Lender may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower shall promptly
prepare, execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and substantially
in the form of the applicable Exhibit F; provided that the delivery of any such note shall not be a condition precedent
to any Acquisition or Investment. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable
to such payee and its registered assigns (and ownership shall at all times be recorded in the Register).


 


Section 2.10Amortization
of Term Loans.


 


(a)Subject
to adjustment pursuant to Section 2.10(d) and subject to Section 2.11(i) and Section 9.04(b)(vii), the Borrower
shall repay the Tranche B-2 Term Loans on the last day of each April, July, October and January, commencing with the first such
date to occur following the second full fiscal quarter after the Effective Date, in an aggregate principal amount equal to the
product of (x) 0.25% multiplied by (y) the aggregate principal amount of the Tranche B-2 Term Loans outstanding on the Effective
Date.


 


(b)Subject
to adjustment pursuant to Section 2.10(d) and subject to Section 2.11(i) and Section 9.04(b)(vii), the Borrower
shall repay the Tranche B-3 Term Loans on the last day of each April, July, October and January, commencing with the first such
date to occur following the second full fiscal quarter after the Effective Date, in an aggregate principal amount equal to the
product of (x) 0.25% multiplied by (y) the aggregate principal amount of the Tranche B-3 Term Loans outstanding on the Effective
Date.


 


(c)Subject
to adjustment pursuant to Section 2.10(d) and subject to Section 2.11(i) and Section 9.04(b)(vii), the Borrower
shall repay the Euro Tranche Term Loans on the last day of each April, July, October and January, commencing with the first such
date to occur following the second full fiscal quarter after the Effective Date, in an aggregate principal amount equal to the
product of (x) 0.25% multiplied by (y) the aggregate principal amount of the Euro Tranche Term Loans outstanding on the
Effective Date.


 


Without limiting the
foregoing, to the extent not previously paid, all Initial Term Loans shall be due and payable on the applicable Term Loan Maturity
Date.


 


(d)Any
prepayment of a Term Loan Borrowing of any Class shall be applied (i) in the case of prepayments made pursuant to Section 2.11(a)
or (e), to reduce the subsequent scheduled repayments of the Term Loan Borrowings of such Class to be made pursuant to this
Section as directed by the Borrower (or, in the absence of such direction, to the remaining scheduled installments of principal
of such Class in direct order of maturity), or as otherwise provided in any Extension Amendment, any Incremental Facility Amendment
or Refinancing Amendment, (ii) in the case of prepayments made pursuant to Section 2.11(c) or Section 2.11(d), to
reduce the subsequent scheduled repayments of the Term Loan Borrowings of such Class to be made pursuant to this Section in direct
order of maturity, or as otherwise provided in any Extension Amendment, any Incremental Facility Amendment, or Refinancing Amendment,
and (iii) in the case of prepayments made pursuant to Section 2.11(k), to reduce the subsequent scheduled repayments of
the Term Loan Borrowings of the Tranche B-3 Term Loans and the Euro Tranche Term Loans in direct order of maturity.


 






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(e)Prior
to any repayment of any Term Loan Borrowings of any Class hereunder, the Borrower shall select the Borrowing or Borrowings of the
applicable Class to be repaid and shall notify the Administrative Agent by telephone (confirmed by telecopy) of such election not
later than 1:00 p.m., New York City time, on the scheduled date of such repayment. Each repayment of a Borrowing shall be applied
ratably to the Loans included in the repaid Borrowing. Repayments of Term Loan Borrowings shall be accompanied by accrued interest
on the amount repaid.


 


Section 2.11Prepayment
of Loans.


 


(a)The
Borrower shall have the right at any time and from time to time, without premium or penalty (but subject to Section 2.16
and the following sentence), to prepay any Borrowing of any Class in whole or in part, as selected and designated by the Borrower,
subject to the requirements of this Section. Each voluntary prepayment of any Loan pursuant to this Section 2.11(a) and
mandatory prepayment pursuant to Section 2.11(e) shall be made without premium or penalty except that, in the event that
prior to the date that is six (6) months after the earlier of (x) the Escrow Funding Date and (y) 61 days after the Closing Date,
the Borrower makes any prepayment or repayment of Tranche B-2 Term Loans, Tranche B-3 Term Loans or Euro Tranche Term Loans as
a result of a Repricing Transaction or any amendment to this Agreement to effectuate a Repricing Transaction, the Borrower shall
pay to the Administrative Agent, for the ratable account of each of the applicable Lenders of such respective Class of Term Loans,
a prepayment premium in an amount equal to 1% of the amount of such respective Class of Term Loans being so prepaid, repaid or
refinanced or the aggregate amount of the applicable Class of Term Loans outstanding immediately prior to such amendment and otherwise
subject to the Repricing Transaction, as applicable. Any such voluntary prepayment shall be applied as specified in Section
2.10(d). Notwithstanding anything to the contrary in this Agreement, (x) after any Extension, the Borrower may voluntarily
prepay any Borrowing of any Class of non-extended Term Loans pursuant to which the related Extension Offer was made without any
obligation to voluntarily prepay the corresponding Extended Term Loans or may voluntarily prepay any Borrowing of any Extended
Term Loans pursuant to which the related Extension Offer was made without any obligation to voluntarily prepay the corresponding
non-extended term loans or (y) after the incurrence or issuance of any Incremental Facility, Other Term Loans or Replacement Term
Loans, the Borrower may voluntarily prepay any Borrowing of any Initial Term Loans without any obligation to voluntarily prepay
any Class of Incremental Term Loans pursuant to any Incremental Facility Amendment, Other Term Loans pursuant to any Refinancing
Amendment or pursuant to any Replacement Term Loans, or may voluntarily prepay any Borrowing of any Class of Incremental Term Loans,
Other Term Loans or Replacement Term Loans without any obligation to voluntarily prepay the Initial Term Loans.


 






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(b)In
the event and on such occasion that the aggregate Revolving Exposures exceed (A) 105% of the aggregate Revolving Commitments solely
as a result of currency fluctuations or (B) the aggregate Revolving Commitments (other than as a result of currency fluctuations),
the Borrower shall prepay (no later than one (1) Business Day after written notice from the Administrative Agent to the Borrower)
Revolving Loan Borrowings or Swingline Loan Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an
account with the Administrative Agent pursuant to Section 2.23) in an aggregate amount equal to the amount by which the
aggregate Revolving Exposures exceed the aggregate Revolving Commitments.


 


(c)Subject
to paragraph (f) of this Section, and unless the Required Lenders otherwise agree, in the event and on each occasion that
any Net Proceeds are received by or on behalf of the Parent or any Restricted Subsidiary in respect of any Prepayment Event, the
Borrower shall, within thirty (30) days in the case of any Prepayment Event referenced in paragraph (a) or (b) of
the definition thereof, or, five (5) Business Days in the case of a Prepayment Event referenced in paragraph (c) of the
definition thereof, after such Net Proceeds are received, prepay Term Loans on a pro rata basis (except, as to Extended Term Loans
or Term Loans made pursuant to an Incremental Facility Amendment or a Refinancing Amendment, as otherwise set forth in such Extension
Amendment, Incremental Facility Amendment or a Refinancing Amendment, or as to a Replacement Term Loan, in each case, which may
be prepaid on a less than pro rata basis), in each case in an aggregate amount equal to 100% of the amount of such Net Proceeds
(subject to reduction as set forth below); provided that in the case of any such event described in clause (a) or
(b) of the definition of the term “Prepayment Event,” if the Parent or any Restricted Subsidiary applies the
Net Proceeds from such event (or a portion thereof) within twelve (12) months after receipt of such Net Proceeds (or eighteen (18)
months if the Parent or any such Restricted Subsidiary commits to apply such Net Proceeds within such twelve (12) month period
pursuant to a contractual arrangement (including pursuant to a letter of intent or commitment letter) to apply) to reinvest such
proceeds in assets of the general type used or useful in the business of the Parent and its Restricted Subsidiaries (including
in connection with an acquisition), then no prepayment shall be required pursuant to this paragraph in respect of such Net Proceeds
except to the extent of any such Net Proceeds therefrom that have not been so applied by the end of the twelve-month (or, eighteen
month, if committed to be so applied) period following receipt of such Net Proceeds, at the end of which period a prepayment shall
be required in an amount equal to such Net Proceeds that have not been so applied; provided, further, that with respect
to any Prepayment Event referenced in paragraph (a) or (b) of the definition thereof, (i) the Borrower shall not
be obligated to make any prepayment otherwise required by this paragraph (c) unless and until the aggregate amount of Net
Proceeds from all such Prepayment Events, after giving effect to the reinvestment rights set forth herein, exceeds $45,000,000
(the “Asset Sale Prepayment Trigger”) in any fiscal year of the Parent, but then from all such Net Proceeds
in excess of the Asset Sale Prepayment Trigger during such fiscal year and (ii) the Borrower may use a portion of such Net Proceeds
to prepay or repurchase Seattle Term Loans, First Lien Senior Secured Notes or any other Indebtedness secured by the Collateral
on a pari passu basis with the Liens securing the Obligations (the “Other Applicable Indebtedness”) to
the extent required pursuant to the terms of the documentation governing such Other Applicable Indebtedness, in which case, the
amount of prepayment required to be made with respect to such Net Proceeds pursuant to this Section 2.11(c) shall be deemed
to be the amount equal to the product of (x) the amount of such Net Proceeds multiplied by (y) a fraction, the numerator of which
is the outstanding principal amount of Term Loans and Seattle Term Loans required to be prepaid pursuant to this paragraph (c)
and the denominator of which is the sum of the outstanding principal amount of such Other Applicable Indebtedness required to be
prepaid pursuant to the terms of the documents governing such Other Applicable Indebtedness and the outstanding principal amount
of Term Loans required to be prepaid pursuant to this paragraph; provided, further, that with respect to any Prepayment
Event referenced in paragraph (a) or (b) of the definition thereof, the Borrower shall not be obligated to make,
and may retain, 50% of the prepayment otherwise required by this paragraph (c) (any Net Proceeds of a Prepayment Event referenced
in paragraph (a) or (b) of the definition thereof not subject to prepayment and retained by the Borrower pursuant
to this proviso and the following proviso, the “Retained Asset Sale Proceeds”) to the extent that the First
Lien Leverage Ratio, computed on a Pro Forma Basis (including with respect to such Disposition and any prepayment of Indebtedness)
as of the Applicable Date of Determination (solely for purposes of this proviso to this Section 2.11(c), at the time of
such Disposition and not for any other purpose hereunder, the Net Proceeds of the applicable Disposition shall not be included
as unrestricted cash and Cash Equivalents in clause (i) of the definition of “First Lien Leverage Ratio”), is
less than or equal to 3.00:1.00; provided, further, that with respect to any Prepayment Event referenced in paragraph
(a) or (b) of the definition thereof, the Borrower shall not be obligated to make, and may retain, 100% of the prepayment
otherwise required by this paragraph (c) to the extent that the First Lien Leverage Ratio, computed on a Pro Forma Basis
(including with respect to such Disposition and any prepayment of Indebtedness) as of the Applicable Date of Determination (solely
for purposes of this proviso to this Section 2.11(c), at the time of such Disposition and not for any other purpose hereunder,
the Net Proceeds of the applicable Disposition shall not be included as unrestricted cash and Cash Equivalents in clause (i)
of the definition of “First Lien Leverage Ratio”), is less than or equal to 2.50:1.00.


 






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(d)Subject
to paragraph (f) of this Section 2.11 and unless the Required Lenders otherwise agree, following the end of each
fiscal year of the Parent, commencing with the fiscal year of Parent ending October 31, 2019, the Borrower shall prepay, Term Loan
Borrowings, in an aggregate amount (the “ECF Prepayment Amount”) equal to (i) the Required Percentage of Excess
Cash Flow for such fiscal year, minus (ii) the aggregate principal amount of prepayments (other than prepayments pursuant
to Section 2.11(c), (d) or (e), but inclusive of purchases of Loans by the Parent and its Subsidiaries at
or below par, in which case the amount of prepayments or Loans shall be deemed not to exceed the actual purchase price of such
Loans below par) of Term Loans, Seattle Term Loans (other than prepayments pursuant to Section 2.11(c), (d) or (e),
but inclusive of purchases of Loans by the Parent and its Subsidiaries at or below par, in which case the amount of prepayments
or, at the option of the Borrower, Loans shall be deemed not to exceed the actual purchase price of such Loans below par), Other
Applicable Indebtedness and Revolving Loans (to the extent of, in the case of Revolving Loans, a corresponding Revolving Commitment
reduction) made during such fiscal year or the period following the end of such fiscal year and prior to the ECF Due Date; provided
that the Borrower may use a portion of such ECF Prepayment Amount to prepay or repurchase the Seattle Term Loans and any term loans
incurred as Other Applicable Indebtedness pursuant to “excess cash flow” provisions applicable to such term loans to
the extent required pursuant to the terms of the Seattle Credit Agreement and the documentation governing such Other Applicable
Indebtedness, in which case, the amount of prepayment required to be made with respect to such ECF Prepayment Amount pursuant to
this Section 2.11(d) shall be deemed to be the amount equal to the product of (x) the amount of such ECF Prepayment Amount
multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Term Loans required to be prepaid pursuant
to this paragraph (d) and the denominator of which is the sum of the outstanding principal amount of the Seattle Term Loans
and such Other Applicable Indebtedness required to be prepaid pursuant to the terms of the Seattle Credit Agreement and the documents
governing such Other Applicable Indebtedness and the outstanding principal amount of Term Loans required to be prepaid pursuant
to this paragraph; provided, further, that the Borrower shall not be obligated to make any prepayment otherwise required
by this paragraph (d) unless and until the ECF Prepayment Amount, after giving effect to the deductions set forth herein,
exceeds $30,000,000 (the “ECF Prepayment Trigger”) in respect of any fiscal year of the Parent, but then
from all such amounts in excess of the ECF Prepayment Trigger for such fiscal year. Each prepayment pursuant to this paragraph
shall be made not later than the earlier of (A) 125 days after the end of the fiscal year of the Parent with respect to which such
prepayment is made and (B) 10 Business Days after the delivery of the financial statements referred to in Section 5.01(a)
for the fiscal year with respect to which such prepayment is made (such earlier date, the “ECF Due Date”). All
prepayments made pursuant to this Section 2.11(d) shall be applied solely to the outstanding Initial Term Loans (and any
Incremental Term Loans, Extended Term Loans or Other Term Loans to the extent provided for in the applicable Incremental Facility
Amendment, Extension Amendment or Refinancing Amendment, or in respect of any Replacement Term Loans, provided that the
Initial Term Loans receive not less than the pro rata portion of such prepayment unless otherwise agreed).


 


(e)If
the Borrower incurs or issues any (i) Credit Agreement Refinancing Indebtedness permitted to be incurred or issued hereunder (other
than a Permitted Refinancing thereof) or (ii) any other Indebtedness not permitted under Section 6.01, the Borrower shall,
substantially contemporaneously with such incurrence or issuance pursuant to clause (i) and otherwise within five (5) Business
Days, prepay the principal amount of the corresponding Credit Agreement Refinanced Debt (in the case of clause (i)) or each
Class of Term Loans on a pro rata basis (in the case of clause (ii)), in each case in accordance with Section 2.11(g)
and in an aggregate amount the Dollar Equivalent of which is equal to 100% of the Net Proceeds of such issuance or incurrence (which
prepayment of principal shall be accompanied by payment of, provided such Net Proceeds shall be deemed reduced by an amount equal
to the, accrued and unpaid interest, premiums and fees and expenses associated with such principal amount prepaid); provided
that such prepayment in connection with a Repricing Transaction shall be subject to the second sentence of Section 2.11(a).


 






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(f)Notwithstanding
any other provisions of this Section 2.11, (i) to the extent that any of or all the Net Proceeds of any Disposition by a
Foreign Subsidiary giving rise to a prepayment pursuant to Section 2.11(c) (a “Foreign Disposition”),
the Net Proceeds of any Prepayment Event from a Foreign Subsidiary (a “Foreign Prepayment Event”), or Excess
Cash Flow would be (x) prohibited or delayed by applicable local law (which, for the avoidance of doubt includes, but is not limited
to, financial assistance, corporate benefit, restrictions on upstreaming cash, and the fiduciary and statutory duties of the directors
of the relevant subsidiaries), (y) restricted by applicable organizational or constitutive documents or any agreement or (z) subject
to other onerous organizational or administrative impediments, from being repatriated to the United States, the portion of such
Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in Section
2.11(d) or the Borrower shall not be required to make a prepayment at the times provided in Section 2.11(c), as the
case may be, and instead, such amounts may be retained by the applicable Foreign Subsidiary and (ii) to the extent that the Borrower
has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition, any Foreign Prepayment
Event or Excess Cash Flow would have an adverse tax cost consequence with respect to such Net Proceeds or Excess Cash Flow (which
for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Parent or any Restricted Subsidiary
or any of their respective affiliates and/or equity partners would incur a tax liability, including a tax dividend, deemed dividend
pursuant to Code Section 956 or a withholding tax), the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable
Foreign Subsidiary. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the
avoidance of doubt, constitute a Default or an Event of Default. Any prepayments made by the Borrower pursuant to Section 2.11(c)
or (d) notwithstanding the application of this Section 2.11(f) shall be net of additional Taxes, costs and expenses
payable or reserved against as a result thereof (whether or not repatriation actually occurs) and the Parent and its Restricted
Subsidiaries shall be permitted to make a Restricted Payment to its equity holders and Affiliates to cover such taxes, costs or
expenses to the extent actually paid by such equity holder or Affiliate.


 


(g)In
connection with (i) any optional prepayment of Borrowings hereunder or (ii) any mandatory prepayment of Borrowings hereunder, the
Borrower shall, in each case, subject to the provisions of this Section 2.11(g), Section 2.11(k) and Section 2.11(l),
select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to
Section 2.11(h). The Administrative Agent will promptly notify each Lender holding the applicable Class of Term Loans of
the contents of the Borrower’s prepayment notice and of such Lender’s pro rata share of the prepayment. Each
such Term Loan Lender may reject all (but not less than all) of its pro rata share of any mandatory prepayment (such declined
amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to Section 2.11(c) or (d)
by providing notice to the Administrative Agent at or prior to the time of such prepayment; provided that for the avoidance
of doubt, no Lender may reject any prepayment made with the proceeds of Credit Agreement Refinancing Indebtedness or made as a
result of clause (c) of the definition of “Prepayment Event.” Any Declined Proceeds remaining thereafter shall be retained
by the Borrower (“Retained Declined Proceeds”).


 






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(h)The
Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone
(confirmed by telecopy) of any prepayment hereunder on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount of such prepayment, provided that a notice of optional prepayment
may state that such notice is conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness
of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of any other
specified event, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent
on or prior to the specified date) if such condition is not satisfied. Promptly following receipt of any such notice (other than
a notice solely to Swingline Lenders), the Administrative Agent shall advise the Lenders of the contents thereof. Except as otherwise
provided herein, each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance
of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a
mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.13 and any prepayment fees required by Section
2.11(a), to the extent applicable.


 


(i)Notwithstanding
anything to the contrary contained in this Agreement, so long as no Event of Default has occurred and is continuing or would result
therefrom, the Parent or any Restricted Subsidiary (in such case, the foregoing being herein referred to as the “Auction
Parties” and each, an “Auction Party”) may repurchase outstanding Subject Loans on the following basis:


 


(A)Such
Auction Party may repurchase all or any portion of any Class of (i) Term Loan or (ii) Revolving Loan and Revolving Commitment held
by a Revolving Lender that is a Defaulting Lender (such Loans and Revolving Commitments, “Subject
Loans”) pursuant to a Dutch Auction (or such other modified Dutch auction conducted pursuant to similar procedures
as the Borrower and Administrative Agent may otherwise agree); provided that no proceeds of Revolving Loans shall be used
by any Auction Party to repurchase Subject Loans pursuant to such Auction;


 


(B)Following
repurchase by any Auction Party pursuant to this Section 2.11(i), the Subject Loans so repurchased shall, without further
action by any Person, be deemed cancelled and/or terminated for all purposes and no longer outstanding (and may not be resold by
any Auction Party) or available, for all purposes of this Agreement and the principal amount of the Subject Loans so repurchased
shall be applied on a pro rata basis to reduce the scheduled remaining installments of principal on such Class of Term Loans. In
connection with any Subject Loans repurchased and cancelled pursuant to this Section 2.11(i), the Administrative Agent is
authorized to make appropriate entries in the Register to reflect any such cancellation and/or termination. Any payment made by
any Auction Party in connection with a repurchase permitted by this Section 2.11(i) shall not be subject to any of the pro
rata payment or sharing requirements of this Agreement. Notwithstanding anything in this Agreement or any other Loan Documents
to the contrary, failure by an Auction Party to make any payment to a Lender required by an agreement permitted by this Section
2.11(i) shall not constitute a Default or an Event of Default;


 






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(C)Each
Lender that sells its Subject Loans pursuant to this Section 2.11(i) acknowledges and agrees that (i) the Auction Parties
may come into possession of additional information regarding the Loans, the Commitments or the Loan Parties at any time after a
repurchase has been consummated pursuant to an Auction hereunder that was not known to such Lender or the Auction Parties at the
time such repurchase was consummated and that, when taken together with information that was known to the Auction Parties at the
time such repurchase was consummated, may be information that would have been material to such Lender’s decision to enter
into an assignment of such Subject Loans hereunder (“Excluded Information”),
(ii) such Lender will independently make its own analysis and determination to enter into an assignment of its Loans or Commitments
and to consummate the transactions contemplated by an Auction notwithstanding such Lender’s lack of knowledge of Excluded
Information and (iii) none of the Auction Parties or any of their respective Affiliates, or any other Person shall have any liability
to such Lender with respect to the nondisclosure of the Excluded Information. Each Lender that tenders Loans or Commitments pursuant
to an Auction agrees to the foregoing provisions of this clause (C). The Administrative Agent and the Lenders hereby consent
to the Auctions and the other transactions contemplated by this Section 2.11(i) and hereby waive the requirements of any
provision of this Agreement (including, without limitation, any pro rata payment requirements) (it being understood and acknowledged
that purchases of the Loans or Commitments by an Auction Party contemplated by this Section 2.11(i) shall not constitute
Investments by such Auction Party) or any other Loan Document that may otherwise prohibit any Auction or any other transaction
contemplated by this Section 2.11(i).


 


(j)Notwithstanding
any of the other provisions of this Section 2.11, if any prepayment of Eurocurrency Loans is required to be made under this
Section 2.11, prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section
2.11 in respect of any such Eurocurrency Loan prior to the last day of the Interest Period therefor, the Borrower may, in its
sole discretion, deposit with the Administrative Agent in the currency in which such Loan is denominated the amount of any such
prepayment otherwise required to be made hereunder until the last day of such Interest Period, at which time the Administrative
Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such
amount to the prepayment of such Loans in accordance with this Section 2.11. Such deposit shall constitute cash collateral
for the Eurocurrency Loans to be so prepaid; provided that the Borrower may at any time direct that such deposit be applied
to make the applicable payment required pursuant to this Section 2.11.


 


(k)If
the Seattle Acquisition is not consummated (x) within four (4) Business Days after the Effective Date as a result of trading generally
having been suspended or materially limited on the London Stock Exchange (or, if earlier, the first day on which the London Stock
Exchange is open for trading following such suspension or material limitation on trading) or (y) if otherwise, within one (1) Business
Day after the Effective Date (such applicable date in clause (x) or (y), the “Applicable Acquisition Consummation Deadline”),
unless the Required Lenders otherwise agree, subject to the terms of the following provisions, the Borrower shall prepay the Tranche
B-3 Term Loans and the Euro Tranche Term Loans, without premium or penalty, at the issue price thereof (for the avoidance of doubt,
net of any original issue discount or upfront fees) plus accrued and unpaid interest thereon on the date that is one (1) Business
Day following the Applicable Acquisition Consummation Deadline unless the Seattle Acquisition has already been consummated prior
to the making of such prepayment on such date; provided that the Borrower shall only be required to make the prepayment
(for the avoidance of doubt, net of any original issue discount or upfront fees) otherwise required by this paragraph (k)
with respect to $384,800,000 aggregate principal amount of the Tranche B-3 Term Loans and Euro Tranche Term Loans to the extent
that the First Lien Leverage Ratio, computed on a Pro Forma Basis (including with respect to any prepayment of Indebtedness) as
of the Applicable Date of Determination is less than or equal to 3.30:1.00. Any prepayment pursuant to this paragraph (k)
shall be applied pro rata to the Tranche B-3 Term Loans and the Euro Tranche Term Loans and shall be made to the Lenders under
such Classes of Term Loans on a pro rata basis.


 






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(l)Application
of Prepayment by Type of Term Loans. In connection with any voluntary prepayments by the Borrower pursuant to Section 2.11(a),
any voluntary prepayment thereof shall be applied first to ABR Loans to the full extent thereof before application to Eurocurrency
Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to
Section 2.16. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to Section 2.11,
such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether
such outstanding Term Loans are ABR Loans or Eurocurrency Rate Loans; provided that if no Lenders exercise the right to
waive a given mandatory prepayment of the Term Loans pursuant to Section 2.11(g), then, with respect to such mandatory prepayment,
the amount of such mandatory prepayment shall be applied first to Term Loans that are ABR Loans to the full extent thereof before
application to Term Loans that are Eurocurrency Rate Loans in a manner that minimizes the amount of any payments required to be
made by the Borrower pursuant to Section 2.16.


 


Section 2.12Fees.


 


(a)The
Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender, in accordance with its Applicable
Percentage of Revolving Commitments, a commitment fee, which shall accrue at a rate per annum equal to 0.50% on the actual daily
unused amount of the Revolving Commitment of such Lender during the period from and including the Closing Date to, but excluding,
the date on which the Revolving Commitments terminate, subject to adjustment as provided in Section 2.22; provided
that the commitment fee shall accrue at a rate per annum equal to 0.375% if the First Lien Leverage Ratio as of the end of the
fiscal quarter of Parent for which consolidated financial statements and a Compliance Certificate have theretofore been most recently
delivered pursuant to Section 5.01(a) or 5.01(b) is less than or equal to 3.00 to 1.00.  For purposes of
the foregoing, each change in the commitment fee resulting from a change in the First Lien Leverage Ratio shall be effective during
the period commencing on and including the Business Day following the date of delivery to the Administrative Agent pursuant to
Section 5.01(a) or 5.01(b) of the consolidated financial statements and related Compliance Certificate indicating
such change and ending on the date immediately preceding the effective date of the next such change (and, at the option of the
Required Revolving Lenders, commencing upon written notice to the Borrower, such commitment fee shall be 0.50% if the Borrower
fails to deliver the consolidated financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) or any Compliance
Certificate required to be delivered pursuant hereto, within the time periods specified herein for such delivery until the delivery
thereof). In the event that a Compliance Certificate is shown to be inaccurate at any time and such inaccuracy, if corrected, would
have led to a higher commitment fee for any period (an “Applicable Period”) than the commitment fee applied
for such Applicable Period, then (i) the Borrower shall, upon obtaining knowledge promptly deliver to the Administrative Agent
a correct Compliance Certificate for such Applicable Period, (ii) the commitment fee shall be determined by reference to the corrected
Compliance Certificate for such Applicable Period, and (iii) the Borrower shall pay to the Administrative Agent no later than five
(5) Business Days after written demand any additional fees owing as a result of such increased commitment fee for such Applicable
Period, which payment shall be promptly applied by the Administrative Agent in accordance with the terms hereof. Notwithstanding
anything to the contrary in this Agreement, any additional commitment fee hereunder shall not be due and payable until written
demand is made for such payment pursuant to this paragraph and accordingly, any nonpayment of such interest as a result of any
such inaccuracy shall not constitute a Default or Event of Default (whether retroactively or otherwise), and no such amounts shall
be deemed overdue (and no amounts shall accrue interest at the Default Rate), at any time prior to the date that is five (5) Business
Days following such written demand. Accrued commitment fees shall be payable in arrears on the third Business Day following the
last day of April, July, October and January of each year and on the date on which the Revolving Commitments terminate, commencing
on the first such date to occur after the Effective Date; provided that no commitment fee shall accrue on the Revolving
Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All commitment fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding
the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the
extent of the outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded
for such purpose).


 






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(b)[Reserved].


 


(c)The
Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect
to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate
applicable to Eurocurrency Revolving Loans on the actual daily amount of such Revolving Lender’s LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date, to but excluding
the date on which such Revolving Lender’s Revolving Commitment terminates, and (ii) to the Issuing Bank a fronting fee in
Dollars, which shall accrue at a rate equal to 0.125% per annum on the actual daily amount of the LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date, to but excluding
the date of termination of the Revolving Commitments, as well as the Issuing Bank’s standard fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees
accrued to and excluding the last day of April, July, October and January of each year shall be payable on the third Business Day
following such last day, commencing on the first such date to occur after the Effective Date, provided that all such fees
shall be payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph
shall be payable within 30 days after written demand (including reasonable supporting documents). All participation fees and fronting
fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).


 


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


 


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


 


Section 2.13Interest.


 


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


 


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


 


(c)Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee payable by the Borrower hereunder is not paid when due (after
the expiration of any applicable grace period), whether at stated maturity, upon acceleration or otherwise, such overdue amount
shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any
Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section (including
the Applicable Margin) or (ii) in the case of any other amount, 2.00% plus the rate applicable to ABR Revolving Loans as
provided in paragraph (a) of this Section; provided that no default rate shall accrue on the Loans of a Defaulting
Lender so long as such Lender shall be a Defaulting Lender.


 






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


 


(e)All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate
Base Rate or Sterling shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall
be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate
Base Rate or Adjusted Eurocurrency Rate shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error.


 


Section 2.14Alternate
Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing denominated in any currency:


 


(a)the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Adjusted Eurocurrency Rate for such Interest Period; or


 


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


 


then the Administrative Agent shall give
written notice thereof to the Borrower and the Lenders or as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election
Request that requests the conversion of any Borrowing denominated in such currency to, or continuation of any Borrowing denominated
in such currency as, a Eurocurrency Borrowing in such currency shall be ineffective, and any Eurocurrency Borrowing denominated
in such currency that is requested to be continued (A) if such currency is the Dollar, shall be converted to an ABR Borrowing on
the last day of the Interest Period applicable thereto and (B) if such currency is Euros or other Alternative Currency, shall (1)
in the case of a Revolving Loan Borrowing, at the option of Borrower, either be repaid on the last day of the Interest Period applicable
thereto or bear interest at such rate as the Administrative Agent shall determine adequately and fairly reflects the cost to such
Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period plus the applicable percentage
set forth in the definition of “Applicable Margin” under the applicable row under the column “Eurocurrency Loan”,
and (2) in the case of a Term Loan Borrowing, bear interest at such rate as the Administrative Agent shall determine adequately
and fairly reflects the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest
Period plus the applicable percentage set forth in the definition of “Applicable Margin” under the applicable
row under the column “Eurocurrency Loan” and (ii) if any Borrowing Request requests a Eurocurrency Borrowing denominated
in such currency, (A) if such currency is the Dollar, such Borrowing shall be made as an ABR Borrowing and (B) if such currency
is Euros, such Borrowing Request shall be ineffective.


 






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Section 2.15Increased
Costs.


 


(a)If
any Change in Law shall:


 


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


 


(ii)impose
on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense affecting this Agreement
or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein (except, in each case, for Indemnified
Taxes indemnifiable under Section 2.17 and any Excluded Taxes); or


 


(iii)subject
any Lender or the Issuing Bank to any additional Taxes of any kind whatsoever with respect to this Agreement or any Loan made by
it, or change the basis of taxation of payments to such Lender in respect thereof (except, in each case, for Indemnified Taxes
indemnifiable under Section 2.17 and any Excluded Taxes);


 


and the result of any of the foregoing
shall be to materially increase the cost to such Lender of making, converting to, continuing or maintaining any Eurocurrency Loan
(or of maintaining its obligation to make any such Loan) of the Borrower or to increase the cost to such Lender or the Issuing
Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable
by such Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such
Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing
Bank, as the case may be, for such additional costs incurred or reduction suffered.


 


(b)If
any Lender or the Issuing Bank determines in good faith that any Change in Law regarding capital or liquidity requirements has
or would have the effect of materially reducing the rate of return on such Lender’s or the Issuing Bank’s capital or
on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or
the Loans made by, or participations in Letters of Credit held by such Lender to the Borrower or the Letters of Credit issued by
the Issuing Bank for the benefit of the Borrower to a level below that which such Lender or the Issuing Bank or such Lender’s
or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s
or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect
to capital and liquidity adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case
may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing
Bank’s holding company for any such reduction suffered.


 






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(c)A certificate
of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or
its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case
may be, the amount shown as due on any such certificate within 30 days after receipt thereof.


 


(d)Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or the Issuing Bank’s right to demand such compensation, provided that the Borrower shall not
be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred
more than 120 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of the Change
in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention to claim
compensation therefor, and provided further that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof.


 


Section 2.16Break
Funding Payments. In the event of (a) the payment by the Borrower of any principal of any Eurocurrency Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion by the Borrower
of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrower
to borrow, convert into, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.11(h) and is revoked in accordance therewith) or (d) the
assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request
by the Borrower pursuant to Section 2.19 or Section 9.02(c), then, in any such event, the Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event (other than loss of profit). In the case of a Eurocurrency
Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess,
if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred,
at the Adjusted Eurocurrency Rate that would have been applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period
that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount
for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for Dollar
deposits or Euro deposits, as applicable, of a comparable amount and period from other banks in the Eurocurrency market. A certificate
of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any
such certificate within 30 days after receipt thereof.


 


Failure or delay on the
part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to
demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to this Section
for any costs incurred more than 120 days prior to the date of the event giving rise to such costs.


 


Section 2.17Taxes.


 


(a)Each
payment by or on account of any Loan Party under any Loan Document shall be made without withholding for any Taxes, unless such
withholding is required by any Requirement of Law. If any applicable withholding agent is so required to withhold Taxes, then such
withholding agent shall so withhold and shall timely pay the full amount of withheld Taxes to the relevant Governmental Authority
in accordance with any applicable law. To the extent such Taxes are Indemnified Taxes, then the amount payable by the applicable
Loan Party shall be increased as necessary so that, net of such withholding for Indemnified Taxes (including such withholding applicable
to additional amounts payable under this Section 2.17), the applicable Recipient receives the amount it would have received
had no such withholding been made.


 






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(b)In
addition, each Loan Party shall pay any Other Taxes imposed on it to the relevant Governmental Authority in accordance with applicable
law.


 


(c)As
promptly as possible after any payment of Indemnified Taxes by a Loan Party to a Governmental Authority, such Loan Party shall
deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing
such payment.


 


(d)Without
duplication of their obligations under Section 2.17(a), the Loan Parties shall indemnify each Recipient for the full amount
of any Indemnified Taxes that are paid or payable by such Recipient in connection with any Loan Document (including Indemnified
Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17) or for which such Loan Party has
failed to remit to the Administrative Agent the required receipts or other required documentary evidence and any reasonable third
party expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed
or asserted; provided, however, that if a Recipient does not notify the Loan Parties of any indemnification claim
under this Section 2.17(d) within 120 days after such Recipient has received written notice of the claim of a taxing authority
giving rise to such indemnification claim, the Loan Parties shall not be required to indemnify such Recipient for any incremental
interest or penalties resulting from such Recipient’s failure to notify the Loan Parties within such 120-day period. The
indemnity under this paragraph (d) shall be paid within 30 days after the Recipient (or the Administrative Agent, on behalf
of such Recipient) delivers to the applicable Loan Party a certificate stating the amount of Indemnified Taxes so payable by such
Recipient. Such certificate shall be conclusive of the amount so payable absent manifest error. Such Recipient shall deliver a
copy of such certificate to the Administrative Agent.


 


(e)(i)
Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments
under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law or reasonably
requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested
by the Borrower or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding.
In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed
by law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent
to determine whether or not such Lender is subject to U.S. backup withholding or information reporting requirements, or any other
U.S. or non-U.S. withholding requirements. Upon the reasonable request of the Borrower or the Administrative Agent, any Lender
shall update any form or certification previously delivered pursuant to this Section 2.17(e). If any form or certification
previously delivered pursuant to this Section 2.17(e) expires or becomes obsolete or inaccurate in any respect with respect
to a Lender, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify
the Borrower and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification
if it is legally eligible to do so.


 






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(ii)[Reserved].


 


(iii)If
a payment made to any Lender would be subject to U.S. federal withholding Tax imposed under FATCA if such Lender were to fail to
comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code,
as applicable), such Lender shall deliver to the Borrower and 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 other documentation reasonably requested by the
Borrower and Administrative Agent requested by the Administrative Agent and the Borrower as may be necessary for the Administrative
Agent and the Borrower to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with
such Lender’s FATCA obligations and to determine the amount, if any, to deduct and withhold from such payment. Solely for
purposes of this clause (iv), “FATCA” shall include any amendments after the date of this Agreement.


 


(iv)Notwithstanding
any other provision of this clause (e), a Lender shall not be required to deliver any form that such Lender is not legally
eligible to deliver.


 


(f)If
any Recipient determines, in its sole discretion (in good faith), that it has received a refund of any Indemnified Taxes as to
which it has been indemnified pursuant to this Section 2.17 (including additional amounts paid by any Loan Party pursuant
to this Section 2.17), it shall promptly pay to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all reasonable
out-of-pocket expenses (including any Taxes) of such Recipient and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that the Borrower, upon the request of such Recipient, shall
repay to such Recipient the amount paid to such indemnifying party pursuant to the previous sentence (plus any penalties, interest
or other charges imposed by the relevant Governmental Authority) in the event such Recipient is required to repay such refund to
such Governmental Authority. This Section 2.17(f) shall not be construed to require any Recipient to make available its
Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.


 


(g)On
or before the date it becomes a party to this Agreement, any successor or supplemental Administrative Agent that is a U.S. Person
shall deliver to the Borrower two duly completed copies of IRS Form W-9, or any subsequent versions or successors to such form,
certifying that such Administrative Agent is exempt from U.S. federal backup withholding. Notwithstanding anything to the contrary,
nothing in this Section 2.17(g) shall require any successor or supplemental Administrative Agent to deliver any form that
it is not legally eligible to deliver as a result of any Change in Law after the date hereof.


 






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(h)For
the avoidance of doubt, for purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and any
Swingline Lender.


 


Section 2.18Payments
Generally; Pro Rata Treatment; Sharing of Setoffs.


 


(a)The
Borrower shall make each payment required to be made by it under any Loan Document (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under Section 2.15, Section 2.16, Section 2.17 or otherwise) prior
to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required,
prior to 2:00 p.m., New York City time, or, in the case of payments denominated in an Alternative Currency, 9:00 a.m., New York
time), on the date when due, in immediately available funds, without setoff or counterclaim. Except as otherwise expressly provided
herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the
Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is
owed, at the applicable Administrative Agent’s Office in Dollars and in same day funds not later than 2:00 p.m., New York
City time, on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrower hereunder
with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office
in such Alternative Currency and in same day funds not later than the Applicable Time specified by the Administrative Agent on
the dates specified herein. If, for any reason, the Borrower is prohibited by any Requirement of Law from making any required payment
hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative
Currency. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have
been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made
to the Administrative Agent’s Office, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly
provided herein and except that payments pursuant to Section 2.11(i), Section 2.12(d), Section 2.15, Section
2.16, Section 2.17 and Section 9.03 shall be made directly to the Persons entitled thereto and payments pursuant
to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. Unless otherwise
provided herein, if any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall
be payable for the period of such extension. All payments under each Loan Document of principal or interest in respect of any Loan
(or of any breakage indemnity in respect of any Loan) shall be made in the currency of such Loan and, except as otherwise set forth
in any Loan Document, all other payments under each Loan Document shall be made in Dollars.


 






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(b)If
at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment
of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then
due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements
then due to such parties.


 


(c)If,
other than as provided elsewhere herein, any Lender shall, by exercising any right of setoff or counterclaim, obtain payment in
respect of any principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements or Swingline
Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans, Term Loans
and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other
Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving
Loans, Term Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the
benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans of the applicable Class, Term Loans of the applicable Class and participations
in LC Disbursements of the applicable Class and Swingline Loans, provided that (i) if any such participations are purchased
and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed
to apply to (v) any payment or prepayment made by or on behalf of the Borrower or any other Loan Party pursuant to and in accordance
with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender),
(w) the application of Cash Collateral provided in Section 2.23 from time to time (including the application of funds arising
from the existence of a Defaulting Lender), (x) any payment obtained by a Lender as consideration for the assignment of or sale
of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant or the termination
of any Lender’s commitment and non-pro rata repayment of Loans pursuant to Section 2.19(b), (y) transactions in connection
with an open market purchase or a Dutch Auction, or (z) in connection with a transaction pursuant to an Extension Offer, Refinancing
Amendment or Incremental Facility Amendment or amendment in connection with Refinanced Term Loans. For the avoidance of doubt,
this Section shall not limit the ability of the Parent or any Restricted Subsidiary to (i) purchase and retire Term Loans pursuant
to an open market purchase or a Dutch Auction or (ii) pay principal, fees, premiums and interest with respect to Other Revolving
Loans, Other Term Loans, Refinanced Term Loans, Extended Term Loans, Replacement Term Loans, Extended Revolving Loans and Extended
Revolving Commitments, Incremental Revolving Loans and Incremental Revolving Commitments or Incremental Term Loans following the
effectiveness of any Refinancing Amendment, any Extension Offer or Incremental Facility Amendment, as applicable, on a basis different
from the Loans of such Class that will continue to be held by Lenders that were not Additional Refinancing Lenders, Extending Lenders
or Additional Lenders or Incremental Revolving Lenders, as applicable.


 






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(d)Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption
and in its sole discretion, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such event, if
the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally agrees
to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.


 


(e)If
any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c), Section 2.05(d) or
(e), Section 2.06 (a) or (b), Section 2.18(d) or Section 9.03(c), then the Administrative Agent
may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied
obligations are fully paid.


 


Section 2.19Mitigation
Obligations; Replacement of Lender


 


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


 


(b)If
any Lender requests compensation under Section 2.15 or Section 2.17, or if the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender
ceases to make Eurocurrency Loans as a result of any of the conditions in Section 2.14 or Section 2.15, or if any
Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, (1) terminate the unused Commitment of such Lender and/or repay the Loans of such Lender on a non-pro rata basis, or
(2) require such Lender (and such Lender shall be obligated) to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee
that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided
that (i) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations
in LC Disbursements and Swingline Loans and, other than in the case of a Defaulting Lender, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts), and (ii) in the case of any such assignment resulting from a claim
for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will
result in a reduction in such compensation or payments.


 


(c)Any
Lender being replaced pursuant to Section 2.19(b) or Section 9.02(c) shall (i) execute and deliver an Assignment
and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in LC Disbursements and
Swingline Loans, as applicable (provided that the failure of any such Lender to execute an Assignment and Assumption shall
not render such assignment invalid and such assignment shall be recorded in the Register) and (ii) deliver Notes, if any, evidencing
such Loans to the Borrower or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire
all or a portion, as the case may be, of the assigning Lender’s Commitments and outstanding Loans and participations in LC
Disbursements and Swingline Loans, as applicable, (B) all obligations of the Loan Parties owing to the assigning Lender relating
to the Loan Documents and participations so assigned shall be paid in full by the assignee Lender or the Loan Parties (as applicable)
to such assigning Lender concurrently with such assignment and assumption, any amounts owing to the assigning Lender (other than
a Defaulting Lender) under Section 2.16 as a consequence of such assignment and (C) upon such payment and, if so requested
by the assignee Lender, the assignor Lender shall deliver to the assignee Lender the appropriate Note or Notes executed by the
Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder
with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this
Agreement, which shall survive as to such assigning Lender.


 






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Section 2.20Incremental
Loans.


 


(a)At
any time and from time to time prior to the Latest Maturity Date, subject to the terms and express conditions set forth herein,
the Borrower may by no less than three (3) Business Days’ prior notice to the Administrative Agent (or such lesser number
of days reasonably acceptable to the Administrative Agent), request to add one or more new credit facilities (each, an “Incremental
Facility”) denominated, at the option of such Borrower, in Dollars, Euros and/or any Alternative Currency, and
consisting of one or more additional tranches of term loans or an increase to an existing Class of Term Loans (each, an “Incremental
Term Facility”) or one or more additional tranches of revolving commitments or an increase in an existing Class
of Revolving Commitments (each, an “Incremental Revolving Facility”),
or a combination thereof, so long as (i) immediately before and after giving effect to each Incremental Facility Amendment and
the applicable Incremental Facility, no Event of Default has occurred and is continuing or would result therefrom (or to the extent
the proceeds of any Incremental Loans are being used to finance a Permitted Acquisition or other permitted Investment, no Event
of Default under Section 7.01(a), 7.01(b), 7.01(h) or 7.01(i) has occurred and is continuing at the
time of execution of a binding agreement in respect of such Acquisition or Investment and subject to customary “SunGard”
limitations), and (ii) subject to the provisos to this sentence, immediately after giving effect to each Incremental Facility Amendment
and the establishment of such Incremental Facility (or, at the option of the Borrower, (x) in the case of any Incremental
Commitment established and not funded at such time, at the time of the initial funding of such Incremental Facility in lieu of
the time  at the time of such Incremental Facility Amendment) and/or (y) after giving effect to any acquisition or investment
consummated or contemplated pursuant to an agreement in connection herewith, the First Lien Leverage Ratio computed on a Pro Forma
Basis (but without giving effect to any Unrestricted Incremental First Lien Indebtedness or Unrestricted Additional Term Notes
established and/or funded at such time) shall not be greater than 3.50:1.00 (such indebtedness, “Incurrence Incremental
First Lien Indebtedness”) (assuming, solely for purposes of this Section 2.20 at the time of entering into such
Incremental Facility Amendment or funding of such Incremental Facility, as applicable, as elected by the Borrower, and not for
any other provision hereunder, that (I) all Incremental Facilities and all Additional Term Notes, in each case established and/or
issued on or prior to such time are secured on a first Lien basis, whether or not so secured, (II) all Incremental Revolving Facilities
and Incremental Term Facilities consisting of delayed draw term loans established but not funded at such time are fully drawn and
(III) the proceeds of such Incremental Loans are not included as unrestricted cash and Cash Equivalents in clause (i) of
the definition of “First Lien Leverage Ratio”; provided that to the extent the proceeds of such Incremental
Loans are to be used to prepay Indebtedness, the use of such proceeds for the prepayment of such Indebtedness may be given pro
forma effect); provided further that the financial incurrence test set forth in clause (ii) of this paragraph
(a) shall not apply to the incurrence of an aggregate principal amount of Indebtedness under Incremental Facilities and Unrestricted
Additional Term Notes after the Effective Date not to exceed an amount equal to the sum of (x) the Dollar Equivalent (calculated
using the Exchange Rate on the date of effectiveness of such Incremental Facility Amendment and Incremental Facility) of which
equals $750,000,000 less any amounts incurred in reliance on Section 6.01(a)(xxxii)(a)(1) or in reliance on clause
(x) of the definition of Unrestricted Incremental First Lien Indebtedness in the Seattle Credit Agreement (provided that the maximum
amount deducted pursuant to this clause (x) shall not exceed $750,000,000) plus (y) the amount of any voluntary prepayments
(or repurchases) of the Term Loans and voluntary permanent reductions of the Revolving Commitments effected after the Effective
Date and the amount of any voluntary prepayments (or repurchases) of the Seattle Term Loans, First Lien Senior Secured Notes or
any other Indebtedness secured by the Collateral on a pari passu basis with the Liens securing the Obligations effected
after the Effective Date (minus any amounts incurred in reliance on Section 6.01(a)(xxxii)(a)(2) or in reliance on clause (y) of
the definition of “Unrestricted Incremental First Lien Indebtedness” in the Seattle Credit Agreement) (other than,
in each case, any such prepayments or repurchases financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness))
(such Indebtedness in clauses (x) and (y), collectively, the “Unrestricted Incremental
First Lien Indebtedness”) (it being understood and agreed that unless notified by the Borrower (I) the Borrower
shall be deemed to have utilized amounts of the type described in clause (y) of the Unrestricted Incremental First Lien Indebtedness
prior to the utilization of amounts under clause (x) of the Unrestricted Incremental First Lien Indebtedness and Incurrence Incremental
First Lien Indebtedness, and the Borrower shall be deemed to have used Incurrence Incremental First Lien Indebtedness, (to the
extent compliant therewith) prior to utilization of amounts of the type described in clause (x) of the Unrestricted Incremental
First Lien Indebtedness (it being understood and agreed that amounts incurred concurrently with the incurrence of Unrestricted
Incremental First Lien Indebtedness or Unrestricted Additional Term Notes shall be permitted to exceed 3.50:1.00), (II) Loans may
be incurred in respect of both Incurrence Incremental First Lien Indebtedness and Unrestricted Incremental First Lien Indebtedness,
and the proceeds from any such incurrence in respect of both Incurrence Incremental First Lien Indebtedness and Unrestricted Incremental
First Lien Indebtedness, may be utilized in a single transaction by first calculating the incurrence in respect of Incurrence Incremental
First Lien Indebtedness above and then calculating the incurrence in respect of Unrestricted Incremental First Lien Indebtedness
and (III) the Borrower may redesignate any such Indebtedness originally designated as Unrestricted Incremental First Lien Indebtedness
as Incurrence Incremental First Lien Indebtedness if, at the time of such redesignation, the Borrower would be permitted to incur
under this Section 2.20 the aggregate principal amount of Indebtedness being so redesignated (for purposes of clarity, with
any such redesignation having the effect of increasing the Borrowers’ ability to incur Unrestricted Incremental First Lien
Indebtedness as of the date of such redesignation by the amount of such Indebtedness so redesignated) in respect of Unrestricted
Incremental First Lien Indebtedness. Each Incremental Facility shall be in an integral multiple of $1,000,000 (or, in the case
of Incremental Facilities denominated in Euros, €1,000,000) and be in an aggregate principal amount that is not less than
$25,000,000 (or, in the case of Incremental Facilities denominated in Euros, €25,000,000), provided that such amount
may be less than $25,000,000 (or €25,000,000, as the case may be) if such amount represents all the remaining availability
under the aggregate principal amount of Incremental Facilities set forth above.


 






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(b)Each
Incremental Term Facility (i) if made a part of an existing Class of Term Loans, shall have terms identical to those applicable
to such Class of Term Loans or (ii) if consisting of an additional tranche of term loans shall have such terms as determined by
the Borrower and the lenders providing such Incremental Term Facility; provided that (A) such Incremental Term Facility
shall rank pari passu or junior in right of payment and/or security with the Term Loans hereunder or be unsecured,
and if junior in right of payment and/or security or is unsecured, shall be established as a separate facility than the facility
for the Term Loans secured with the Collateral securing the Initial Term Loans, (B) no Restricted Subsidiary is a borrower or a
guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially
concurrently guaranteed or borrowed, as applicable, the Obligations, (C) if secured, the obligations in respect thereof shall not
be secured by Liens on the assets of the Parent and the Restricted Subsidiaries, other than assets constituting Collateral, as
applicable, and if established as a separate facility, shall be subject to (x) if such Term Loans are secured on a pari
passu basis with the Obligations, the Senior Representative for such Term Loans shall enter into the Pari Passu Intercreditor
Agreement or other customary intercreditor agreement and (y) if such Term Loans are secured on a junior basis to the Obligations,
the Senior Representative for such Term Loans shall enter into a Second Lien Intercreditor Agreement or other customary intercreditor
agreement, in each case with the Administrative Agent’s and/or Collateral Agent substantially consistent with the terms set
forth on Exhibit K-1 or K-2 annexed hereto together with (I) any immaterial changes and (II) changes implementing
additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory to the
Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with other
junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority
to, other Liens that are junior to the Liens securing the Obligations), (D) no Incremental Term Facility shall have a final maturity
date earlier than the then existing Latest Maturity Date with respect to the Initial Term Loans; provided that this clause
(D) shall not restrict the issuance or incurrence by the Parent or any of its Restricted Subsidiaries after the Effective Date
of up to $1,700,000,000 aggregate principal amount of Additional Debt, Additional Term Notes, Unrestricted Additional Term Notes,
Incremental Term Loans, Seattle Additional Debt, Seattle Additional Term Notes, Seattle Unrestricted Additional Term Notes and
Seattle Incremental Term Loans having a final maturity date that is prior to the Latest Maturity Date with respect to the Initial
Term Loans so long as such final maturity date is at least five years from the date of such issuance or incurrence, (E) no Incremental
Term Facility shall have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the
then-remaining Initial Term Loans (without giving effect to amortization for periods where amortization has been eliminated as
a result of a prepayment of such Class of Term Loans); provided that this clause (E) shall not restrict the issuance or incurrence
by the Parent or any of its Restricted Subsidiaries after the Effective Date of up to $1,700,000,000 aggregate principal amount
of Additional Debt, Additional Term Notes, Unrestricted Additional Term Notes, Incremental Term Loans, Seattle Additional Debt,
Seattle Additional Term Notes, Seattle Unrestricted Additional Term Notes and Seattle Incremental Term Loans having Weighted Average
Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans (without giving effect
to amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Term Loans) so
long as such debt does not require annual amortization or similar regularly scheduled prepayments in excess of 10% of the original
amount of such debt at issuance or incurrence in any year, (F) for purposes of mandatory prepayments, shall be treated no more
favorably than the Initial Term Loans of the Borrower except those that only apply after the then existing Latest Maturity Date
with respect to Initial Term Loans, (G) the pricing, interest rate margins, discounts, premiums, rate floors and fees applicable
to any Incremental Term Facility shall be determined by the Borrower and the Lenders providing such Incremental Term Loans; provided
that solely in the event that the Yield for any Incremental Term Loans secured on a pari passu basis with the Initial
Term Loans (other than (i) Incremental Term Loans incurred in reliance on clause (y) of the definition of Unrestricted Incremental
First Lien Indebtedness (except if the capacity under clause (y) results from prepayments made with the proceeds of indebtedness
which is pari passu in right of payment and security with the Term Loans (other than the Revolving Loans)) and (ii) any Additional
Term Notes) is higher than the Yield for the Tranche B-2 Term Loans, Tranche B-3 Term Loans and the Euro Tranche Term Loans by
more than 50 basis points in the case such applicable Class of Initial Term Loans, then the Applicable Margin for the Tranche B-2
Term Loans, Tranche B-3 Term Loans or Euro Tranche Term Loans, as applicable, shall be increased to the extent necessary so that
the Yield for such Classes of Term Loans is equal to the Yield for such Incremental Term Loans minus 50 basis points, and (H) other
terms may differ and shall be determined by the Borrower and the lenders providing such Incremental Term Loans; provided,
however, the covenants and events of default of such Incremental Term Loans, if not consistent with the terms of the Initial
Term Loans, shall not be materially more restrictive to the Borrower (as determined in good faith by the Borrower), when taken
as a whole, than the terms of the Initial Term Loans unless (x) the Lenders of the Initial Term Loans receive the benefit of such
more restrictive terms or (y) any such provisions apply after the Term Loan Maturity Date.


 






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(c)Each
Incremental Revolving Facility (i) if made a part of an existing tranche of Revolving Commitments shall have terms identical to
those applicable to such Class of Revolving Commitments or (ii) if consisting of an additional Class of revolving loans and commitments
shall be subject to substantially the same terms as the Initial Revolving Commitments (other than pricing, fees, maturity and other
immaterial terms which shall be determined by the Borrower and the lenders providing such Incremental Revolving Facility); provided
that no Incremental Revolving Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with
respect to the Initial Revolving Commitments.


 


(d)Each
notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental
Facility. Any additional bank, financial institution, existing Lender or other Person that elects to provide Commitments under
an Incremental Facility shall be reasonably satisfactory to the Borrower and, in the case of any Incremental Revolving Facility
and, to the extent such consent would be required for an assignment of such Loans or Commitments pursuant to Section 9.04,
the Issuing Bank and the Swingline Lender (such consent not to be unreasonably withheld, delayed or conditioned) (any such bank,
financial institution, existing Lender or other Person being called an “Additional Lender”)
and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental
Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Parent,
Holdco, the Borrower, such Additional Lender (in the case of this Agreement and, as appropriate, any other Loan Document, as applicable)
(and to the extent it directly and adversely affects the rights or duties of the Administrative Agent and/or the Collateral Agent,
the Administrative Agent and/or the Collateral Agent, as applicable); provided that in the event an Incremental Facility
Amendment is effected without the consent of the Administrative Agent and to which the Administrative Agent is not a party, the
Borrower shall furnish a copy of such Incremental Facility Amendment to the Administrative Agent. No Lender shall be obligated
to provide any Commitments under an Incremental Facility, unless it so agrees. Commitments in respect of any Incremental Facilities
shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders,
effect such amendments to any Loan Documents as may be necessary, advisable or appropriate, in the reasonable opinion of the Administrative
Agent and the Borrower, to effect the provisions of this Section (including to provide for voting provisions applicable to the
Additional Lenders comparable to the provisions of clause (iv) of the first proviso of Section 9.02(b)). The effectiveness
of any Incremental Facility Amendment shall, unless otherwise agreed to by the Additional Lenders, be subject to the satisfaction
(or waiver) on the date thereof of the express conditions in respect of such Incremental Facility Amendment to be mutually agreed
upon by the Additional Lenders and the Borrower customary for transactions of the type in respect of which the applicable Incremental
Facility relates. The proceeds of any Loans under an Incremental Facility will be used, directly or indirectly, by the Borrower
for working capital and/or general corporate purposes and/or any other purposes not prohibited hereunder (including, without limitation,
Restricted Payments, Acquisitions and other Investments). This Section 2.20 shall supersede any provisions in Section
2.11, Section 2.18 and Section 9.02 to the contrary.


 






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(e)Upon
each increase in the Revolving Commitments under any revolving credit facility pursuant to this Section 2.20, each Revolving
Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Additional
Lender providing a portion of the Incremental Revolving Commitment (each, an “Incremental Revolving Lender”)
in respect of such increase, and each such Incremental Revolving Lender will automatically and without further act be deemed to
have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline
Loans under such revolving credit facility such that, after giving effect to each such deemed assignment and assumption of participations,
the percentage of the aggregate outstanding participations hereunder in such Letters of Credit and/or Swingline Loans under such
revolving credit facility held by each Revolving Lender (including each such Incremental Revolving Lender), as applicable, will
equal the percentage of the aggregate Revolving Commitments of all Revolving Lenders under such revolving credit facility. Additionally,
if any Revolving Loans are outstanding under a revolving credit facility at the time any Incremental Revolving Commitments are
established, the applicable Revolving Lenders immediately after effectiveness of such Incremental Revolving Commitments shall purchase
and assign at par such amounts of the Revolving Loans outstanding under such revolving credit facility at such time as the Administrative
Agent may require such that each Revolving Lender holds its Applicable Percentage of all Revolving Loans outstanding under such
revolving credit facility immediately after giving effect to all such assignments. The Administrative Agent and the Lenders hereby
agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this
Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.


 


Section 2.21Refinancing
Amendments. At any time after the Effective Date, the Borrower may obtain from any existing Lender or any other Person reasonably
satisfactory to the Borrower and, in the case of Other Revolving Commitments, the Swingline Lender and the Issuing Bank (any such
existing Lender or other Person being called an “Additional Refinancing Lender”)
Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion of any Class of Term Loans then outstanding under
this Agreement (which for purposes of this clause (a) will be deemed to include any then outstanding Other Term Loans constituting
Term Loans) or (b) all or any portion of the Revolving Commitments (including the corresponding portion of the Revolving Loans)
under this Agreement (which for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving
Commitments (including the corresponding portion of the Other Revolving Loans)) in the form of (x) Other Term Loans or Other Term
Commitments in the case of clause (a) or (y) Other Revolving Loans or Other Revolving Commitments in the case of clause
(b), in each case pursuant to a Refinancing Amendment; provided that (i) such Credit Agreement Refinancing Indebtedness
shall rank pari passu or junior in right of payment and of security with the other Loans and Commitments hereunder,
(ii) such Credit Agreement Refinancing Indebtedness shall have such pricing, interest, fees, premiums and optional prepayment and
redemption terms as may be agreed by the Borrower and the Additional Refinancing Lenders thereof, (iii) such Credit Agreement Refinancing
Indebtedness shall only be secured by assets consisting of Collateral, (iv) the covenants and, events of default of such Credit
Agreement Refinancing Indebtedness (other than pricing, interest, fees, premiums and optional prepayment), if not consistent with
the terms of the Class of Initial Term Loans, shall reflect market terms (taken as a whole) (as determined in good faith by the
Borrower), at the time of issuance or incurrence, (v) such Credit Agreement Refinancing Indebtedness satisfies the requirements
set forth in clauses (w) through (z) of the definition of “Credit Agreement Refinancing Indebtedness,”
and (vi) if such Credit Agreement Refinancing Indebtedness is secured on a junior basis to the Term Loans, the Collateral Agent
acting on behalf of the holders of such Indebtedness shall have become party to a Second Lien Intercreditor Agreement; provided
that if such Second Lien Intercreditor Agreement has not previously been executed and delivered, then the Borrower, the Collateral
Agent on behalf of the Secured Parties and on behalf of the holders of such Credit Agreement Refinancing Indebtedness shall have
executed and delivered the Second Lien Intercreditor Agreement. The effectiveness of any Refinancing Amendment shall be subject
to such express conditions as are mutually agreed with the participating Additional Refinancing Lenders. Each Class of Credit Agreement
Refinancing Indebtedness (other than in connection with an extension of the maturity of Term Loans, Revolving Loans or Revolving
Commitments) incurred under this Section 2.21 shall be in an integral multiple of $1,000,000 and be in an aggregate principal
amount that is not less than $25,000,000 (or, in the case of Incremental Facilities denominated in Euros, €25,000,000), provided
that such amount may be less than $25,000,000 or €25,000,000 if such amount represents all the remaining availability under
the aggregate principal amount of Credit Agreement Refinancing Indebtedness set forth above. Subject to the consent of the Issuing
Banks, any Refinancing Amendment may provide for the issuance of Letters of Credit for the account of the Borrower pursuant to
any Other Revolving Commitments established thereby on terms substantially equivalent to the terms applicable to Letters of Credit
under this Agreement before giving effect to such Refinancing Amendment. The Administrative Agent shall promptly notify each Lender
as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of
any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary or reasonably
advisable to reflect the existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto (including
any amendments necessary to treat the Loans and Commitments subject thereto as Other Term Loans, Other Revolving Loans, Other Revolving
Commitments and/or Other Term Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such
amendments to this Agreement and the other Loan Documents as may be necessary, or reasonably advisable or appropriate, in the reasonable
opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. This Section 2.21 shall
supersede any provisions in Section 2.18 and Section 9.02 to the contrary. Notwithstanding anything to the contrary
in this Section 2.21 or otherwise, (1) the borrowing and repayment (except for (A) payments of interest and fees at
different rates on Other Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date
of the Other Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of commitments)
of Loans with respect to Other Revolving Commitments after the date of obtaining any Other Revolving Commitments shall be made
on at least a pro rata basis with all other Revolving Commitments, (2) subject to the provisions of Section 2.05(o)
to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exist Other Revolving Commitments
with a longer maturity date and subject to the consent of the Issuing Bank, all Letters of Credit shall be participated on a pro
rata basis by all Revolving Lenders in accordance with all other Revolving Commitments (and except as provided in Section 2.05(o),
without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or
issued), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Other Revolving Commitments after
the date of obtaining any Other Revolving Commitments shall be made on at least a pro rata basis with all other Revolving Commitments,
except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a non- rata basis
as compared to any other Class with a later maturity date than such Class and (4) assignments and participations of Other
Revolving Commitments and Other Revolving Loans shall be governed by the same assignment and participation provisions applicable
to Revolving Commitments and Revolving Loans.


 






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Section 2.22Defaulting
Lenders.


 


(a)Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:


 


(i)Waivers
and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect
to this Agreement shall be restricted as set forth in Section 9.02.


 


(ii)Reallocation
of Payments. Any payment of principal, interest, fees, indemnity payments or other amounts received by the Administrative Agent
for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise,
and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.08),
shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment
of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata
basis of any amounts owing by that Defaulting Lender to the Issuing Bank or Swingline Lender; third, if so determined by
the Administrative Agent or requested by the Issuing Bank or Swingline Lender, to be held as Cash Collateral for future funding
obligations of that Defaulting Lender of any participation in any Swingline Loan or Letter of Credit; fourth, as the Borrower
may request, to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required
by this Agreement; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing
deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth,
to the payment of any amounts owing to the Lenders, the Issuing Bank or the Swingline Lender as a result of any judgment of a court
of competent jurisdiction obtained by any Lender, the Issuing Bank or the Swingline Lender against that Defaulting Lender as a
result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any
amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against
that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth,
to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment
is a payment of the principal amount of any Loans or LC Disbursement in respect of which that Defaulting Lender has not fully funded
its appropriate share and (y) such Loans or LC Disbursements were made at a time when the conditions set forth in Section 4.02
were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non- Defaulting
Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, that Defaulting
Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts
owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.22(a)(ii) shall be deemed paid to and
redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.


 






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(iii)Certain
Fees. That Defaulting Lender shall not be entitled to receive any commitment fee pursuant to Sections 2.12(a) or any
default rate of interest pursuant to Section 2.13(c), in each case, for any period during which that Lender is a Defaulting
Lender and (A) if the participations in the Swingline Loans and/or Letters of Credit are reallocated pursuant to clause (iv)
below, then the fees payable to the Lenders pursuant to Sections 2.12(a) and (b) shall be adjusted to reflect the
higher amounts of such participations allocated to such Lenders, and (B) if all or any portion of such Defaulting Lender’s
LC Exposure is neither reallocated pursuant to clause (iv) below nor Cash Collateralized pursuant to Section 2.23,
then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter of credit fees
payable under Section 2.12(c) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing
Bank until and to the extent that such LC Exposure is reallocated and/or Cash Collateralized.


 


(iv)Reallocation
of Pro Rata Shares to Reduce LC Exposure. During any period in which there is a Defaulting Lender with a Revolving Commitment,
for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations
in Letters of Credit or Swingline Loans, as applicable, the “Applicable Percentage” of each non-Defaulting Lender with
a Revolving Commitment shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender, and such
obligation to so acquire, refinance or fund participations in such Letters of Credit and Swingline Loans shall automatically be
reallocated among the non-Defaulting Lenders with Revolving Commitments upon such Defaulting Lender becoming a Defaulting Lender;
provided that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in such
Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that
non-Defaulting Lender minus (2) the aggregate outstanding amount of the Revolving Loans of that Lender. No reallocation hereunder
shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender with a Revolving Commitment
arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Revolving Lender as a result
of such non-Defaulting Lender’s increased exposure following such reallocation.


 






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(b)Defaulting
Lender Cure. If the Borrower, the Administrative Agent, Swingline Lender and the Issuing Bank agree in writing in their sole
discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify
the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein
(which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that
portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary
to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis
by the Lenders in accordance with their Applicable Percentage without giving effect to Section 2.22(a)(iv), whereupon that
Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees
accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to non-Defaulting
Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender.


 


(c)So
long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing
Bank shall not be required to issue, amend, increase, renew or extend any Letter of Credit, unless it has received assurances satisfactory
to it that non-Defaulting Lenders will cover the related exposure in accordance with this Section 2.22 and/or Cash Collateral
will be provided by the Borrower in accordance with Section 2.23, and participating interests in any newly made Swingline
Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with
Section 2.22(a)(iv) (and such Defaulting Lender shall not participate therein).


 


Section 2.23Cash
Collateral.


 


(a)Certain
Credit Support Events. If, as of the date of termination of all Revolving Commitments, any LC Exposure for any reason remains
outstanding, the Borrower shall promptly provide Cash Collateral in an amount equal to 103% of the then outstanding amount of all
LC Exposure. At any time that there shall exist a Defaulting Lender, within five (5) Business Days after the written request of
the Administrative Agent, the Borrower shall (x) deliver to the Administrative Agent Cash Collateral in an amount equal to 100%
of all LC Exposure (after giving effect to Section 2.22(a)(iv)) and any Cash Collateral provided by such Defaulting Lender
and (y) prepay any Swingline Loans to the extent the participations of such Defaulting Lender therein have not been reallocated
pursuant to Section 2.22(a)(iv)). If at any time the Administrative Agent determines that any funds held as Cash Collateral
are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less
than the aggregate outstanding amount of all LC Exposure in respect of the Borrower, the Borrower will, within three (3) Business
Days of written demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash
Collateral, an amount equal to the excess of (x) such aggregate outstanding amount over (y) the total amount of funds, if any,
then held as Cash Collateral to secure such LC Exposure that the Administrative Agent determines to be free and clear of any such
right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be
applied, to the extent permitted under applicable laws, to reimburse the Issuing Bank.


 






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(b)Grant
of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained
in one or more blocked deposit and/or securities accounts with or established by the Administrative Agent (which interest shall
accrue for the benefit of the Borrower if such accounts are established in the name of the Borrower). The Borrower, and to the
extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the
benefit of the Administrative Agent, the Issuing Bank and the applicable Revolving Lenders (including the Swingline Lender), and
agrees to maintain, a first priority security interest (subject to Liens of the type permitted by Section 6.02) in all such
cash, Cash Equivalents, deposit and/or securities accounts and all balances therein, and all other property so provided as collateral
pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be
applied pursuant to Section 2.23(c). If at any time the Administrative Agent determines that Cash Collateral is subject
to any non-permitted right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount
of such Cash Collateral is less than 100% of the applicable LC Exposure and other obligations secured thereby, the Borrower or
the relevant Defaulting Lender will, promptly following written demand by the Administrative Agent, pay or provide to the Administrative
Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.


 


(c)Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under this Section 2.23 or
otherwise in respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific LC Disbursement,
Swingline Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender,
any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other
application of such property as may be provided for herein.


 


(d)Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce LC Exposure or other obligations shall be released promptly
following (i) the elimination of the applicable LC Exposure or other obligations giving rise thereto (including by the termination
of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee or the termination of the Commitment of
the Defaulting Lender) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral;
provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during
the continuance of an Event of Default and (y) the Person providing Cash Collateral and the Issuing Bank or Swingline Lender, as
applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated LC Exposure or
other obligations.


 






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Section 2.24Extensions
of Term 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 (i) the Borrower to all Lenders of Term Loans of the applicable Class with a like maturity date or (ii) the
Borrower to all Lenders with Revolving Commitments of the applicable Class with a like maturity date, in each case on a pro rata
basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Commitments with a like maturity
date, as the case may be) and offered on the same terms to each such Lender, the Borrower is hereby permitted to consummate from
time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity
date of each such Lender’s Term Loans and/or Revolving Commitments and otherwise modify the terms of such Term Loans and/or
Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest
rate, premiums or fees payable in respect of such Term Loans and/or Revolving Commitments (and related outstandings) and/or modifying
the amortization schedule, optional prepayment terms, required prepayment dates and participation in prepayments in respect of
such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Commitments,
as applicable, in each case as so extended, as well as the Initial Term Loans and the Initial Revolving Commitments (in each case
not so extended), being a separate Class; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class
of Term Loans from which they were converted, and any Extended Revolving Commitments shall constitute a separate Class of Revolving
Commitments from the Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied
(or waived):


 


(i)except
as to interest rates, fees, premiums, amortization, prepayments, AHYDO Catch-Up Payments and final maturity (which shall be determined
by the Borrower and set forth in the relevant Extension Offer and which shall be no earlier than the maturity date of the Class
of Revolving Commitments for which such Extension Offer was made), the Revolving Commitment of any Revolving Loan Lender that agrees
to an Extension with respect to such Revolving Commitment (an “Extending Revolving Loan Lender”) extended pursuant
to an Extension (an “Extended Revolving Commitment” and the loans made pursuant thereto, the “Extended
Revolving Loans”), and the related outstandings, shall have covenants, and events of default and, if not consistent with
the terms of the Revolving Commitments, shall not be materially more restrictive to the Loan Parties (as determined in good faith
by the Borrower), when taken as a whole, than the terms of the Revolving Commitment unless (x) the Revolving Lenders receive the
benefit of such more restrictive terms or (y) any such provisions apply after the Revolving Maturity Date (as determined in good
faith by the Borrower); provided that (1) the borrowing and repayment (except for (A) payments of interest and fees at different
rates on Extended Revolving Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extended
Revolving Commitments and (C) repayments made in connection with a permanent repayment and termination of commitments) of Loans
with respect to Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis or less with
all other Revolving Commitments, (2) all Letters of Credit and Swingline Loans shall be participated on a pro rata basis or less
by all Lenders with Revolving Commitments in accordance with their percentage of the Revolving Commitments, (3) the permanent repayment
of Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the applicable Extension date shall
be made on a pro rata basis with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay
and terminate commitments of any such Class on a non-pro rata basis as compared to any other Class with a later maturity date than
such Class, (4) assignments and participations of Extended Revolving Commitments and Extended Revolving Loans shall be governed
by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans, (5) at no time shall
there be Revolving Commitments hereunder (including Extended Revolving Commitments and any Initial Revolving Commitments) which
have more than four different maturity dates and (6) except as the Swingline Lender may otherwise agree, Swingline Loans shall
be required to be paid in full on the maturity date of the non-extended Revolving Commitments (and may, for the avoidance of doubt,
be re-borrowed pursuant to the terms hereof after such maturity date),


 






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(ii)except
as to interest rates, fees, premiums, amortization, voluntary prepayments, AHYDO Catch-Up Payments and final maturity (which shall,
subject to the immediately succeeding clauses (iv) and (v), be determined by the Borrower and set forth in the relevant
Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to such Term Loans (an “Extending
Term Lender”, and together with Extending Revolving Loan Lenders, “Extending Lenders”) extended pursuant
to any Extension (“Extended Term Loans”) shall have covenants, and events of default, if not consistent with
the terms of the Term Loans, shall not be materially more restrictive to the Loan Parties (as determined in good faith by the Borrower),
when taken as a whole, than the terms of the Term Loans unless (x) the Lenders of the Term Loans receive the benefit of such more
restrictive terms or (y) any such provisions apply after the Term Loan Maturity Date),


 


(iii)the
final maturity date of any Extended Term Loans shall be no earlier than the Term Loan Maturity Date of the Class of Term Loans
for which such Extension Offer was made and at no time shall the Term Loans (including Extended Term Loans) have more than six
different maturity dates,


 


(iv)the
Weighted Average Life to Maturity of any Extended Term Loans of the corresponding Class shall be no shorter than the remaining
Weighted Average Life to Maturity of the Term Loans of the corresponding Class extended thereby (without giving effect to amortization
for periods where amortization has been eliminated as a result of a prepayment of the applicable Term Loans),


 


(v)if
the aggregate principal amount of the Class of Term Loans (calculated on the face amount thereof) or Revolving Commitments, as
the case may be, in respect of which Term Lenders or Revolving Lenders of such Class, as the case may be, shall have accepted the
relevant Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as the case
may be, offered to be extended by the Borrower pursuant to such Extension Offer, then the Class of Term Loans or Revolving Loans,
as the case may be, of such Term Lenders or Revolving Lenders of such Class, as the case may be, shall be extended ratably up to
such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which
such Term Lenders or Revolving Lenders, as the case may be, have accepted such Extension Offer,


 






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


 


(vii)any
applicable Minimum Extension Condition shall be satisfied unless waived by the Borrower.


 


(b)With
respect to all Extensions consummated by the Borrower pursuant to this Section 2.24, (i) such Extensions shall not constitute
voluntary or mandatory payments or prepayments for purposes of Section 2.11 and (ii) no Extension Offer is required to be
in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a
“Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to be determined and
specified in the relevant Extension Offer in the Borrower’s sole discretion and may be waived by the Borrower) of the Class
of Term Loans or Revolving Commitments (as applicable) of any or all applicable Classes be tendered. The Administrative Agent and
the Lenders hereby consent to the consummation of the transactions contemplated by this Section 2.24 (including, for the
avoidance of doubt, 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, without limitation, any pro rata payment or amendment section) or any other Loan Document that may otherwise prohibit
or restrict any such Extension or any other transaction contemplated by this Section 2.24.


 


(c)No
consent of any Lender or any Agent shall be required to effectuate any Extension, other than (i) the consent of each Lender agreeing
to such Extension with respect to one or more of its Term Loans and/or Revolving Commitments (or a portion thereof), (ii) with
respect to any Extension of the Revolving Commitments, the consent of each Issuing Bank and the Swingline Lender (to the extent
the availability of Letters of Credit or Swingline Loans, as applicable, has also been extended) and (iii) to the extent directly
and adversely amending or modifying the rights or obligations of the Administrative Agent beyond those of the type already required
to perform under the Loan Documents, the Administrative Agent, which consent shall not be unreasonably withheld or delayed; provided
that the Borrower will promptly notify the Administrative Agent of any such Extensions to the extent that the Administrative Agent
is not party thereto. All Extended Term Loans, Extended Revolving Commitments and all obligations in respect thereof shall be Obligations
under this Agreement and the other Loan Documents that are secured by the Collateral 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
and, to the extent applicable, the Collateral Agent, to enter into amendments to this Agreement and the other Loan Documents with
the Borrower and other Loan Parties as may be necessary or advisable in order to establish new Classes in respect of Revolving
Commitments or Term Loans so extended and such technical amendments as may be necessary, advisable or appropriate in the reasonable
opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Classes, in each case on
terms consistent with this Section 2.24. In addition, any such amendment shall provide that, to the extent consented to
by each relevant Issuing Bank, (a) with respect to any Letters of Credit the expiration date for which extend beyond the maturity
date for the non-extended Revolving Commitments, participations in such Letters of Credit on such maturity date shall be reallocated
from Lenders holding Revolving Commitments to Lenders holding Extended Revolving Commitments in accordance with the terms of such
amendment (provided that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving
Commitments, be deemed to be participation interests in respect of such Revolving Commitments and the terms of such participation
interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly) and (b) limitations
on drawings of Revolving Loans and issuances, extensions and amendments to Letters of Credit shall be implemented giving effect
to the foregoing reallocation prior to such reallocation actually occurring to ensure that sufficient Extended Revolving Commitments
are available to participate in any such Letters of Credit. Without limiting the foregoing, in connection with any Extensions the
respective Loan Parties shall (at their expense) amend (and the Administrative Agent is hereby directed to amend) any Mortgage
that has a maturity date prior to the latest termination date of any Extended Term Loans or Extended Revolving Commitments so that
such maturity date is extended to the latest termination date of any Extended Term Loans or Extended Revolving Commitments (or
such later date as may be advised by local counsel to the Administrative Agent). No Lender shall be required to participate in
any Extension.


 






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(d)In
connection with any Extension, the Borrower shall provide the Administrative Agent at least 5 Business Days (or such shorter period
as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures (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 2.24.


 


Section 2.25Term
Loan Exchange Notes.


 


(a)The
Borrower may by written notice to the Administrative Agent elect to offer (each a “Permitted Debt Exchange Offer”)
to issue to Lenders holding any Class of Term Loans under this Agreement first priority senior secured notes and/or junior Lien
secured notes and/or unsecured notes (the “Term Loan Exchange Notes”) in exchange for such Class of Term Loans
(each such exchange, a “Permitted Debt Exchange”); provided that such Term Loan Exchange Notes may not
be in an aggregate principal amount greater than the Term Loans being exchanged plus other Indebtedness that could otherwise be
incurred hereunder (subject to a dollar-for-dollar usage of any basket (other than any basket that provides for Term Loan Exchange
Notes) set forth in Section 6.01) plus unpaid accrued interest and premium (if any) thereon and underwriting discounts,
fees, commissions and expenses in connection with the issuance of the Term Loan Exchange Notes. Each such notice shall specify
the date (each, a “Term Loan Exchange Effective Date”) on which the Borrower proposes that the Term Loan Exchange
Notes shall be issued, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered
to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent); provided that: (w) the
Weighted Average Life to Maturity of such Term Loan Exchange Notes shall not be shorter than the then remaining Weighted Average
Life to Maturity of the Class of Term Loans being exchanged (without giving effect to amortization for periods where amortization
has been eliminated as a result of a prepayment of the applicable Term Loans) and the Term Loan Exchange Notes shall not have a
final maturity before the Term Loan Maturity Date then in effect for the Class or Classes of Term Loans being exchanged (it being
understood that acceleration or mandatory repayment, prepayment, redemption or repurchase of such Term Loan Exchange Notes upon
the occurrence of an event of default, a change in control, an event of loss or an asset disposition shall not be deemed to constitute
a change in the stated final maturity thereof); (x) if secured, such Term Loan Exchange Notes shall rank pari passu or junior in
right of payment and of security with the Loans and Commitments being exchanged hereunder; (y) all other terms and conditions (other
than maturity, interest rates, pricing, amortization, AHYDO Catch-Up Payments, optional prepayment terms, and fees) applicable
to such Term Loan Exchange Notes shall reflect market terms and conditions at the time of incurrence or issuance (as determined
in good faith by the Borrower); provided that the Term Loan Exchange Notes shall not have the benefit of any financial maintenance
covenant unless (i) the Term Loans have the benefit of such financial maintenance covenant on the same terms or (ii) the Term Loans
have in the future been provided with the benefit of a financial maintenance covenant, in which case such Term Loan Exchange Notes
issued after such future date may be provided with the benefit of the same financial maintenance covenant on the same terms; and
(z) the obligations in respect of the Term Loan Exchange Notes (A) shall not be secured by Liens on any asset of the Parent
or any of its Restricted Subsidiaries other than assets constituting Collateral, (B) (x) if such Term Loan Exchange Notes are secured
on a pari passu basis with the Obligations, the Senior Representative for such Term Loan Exchange Notes shall enter
into the Pari Passu Intercreditor Agreement or other customary intercreditor agreement and (y) if such Term Loan Exchange Notes
are secured on a junior basis to the Obligations, the Senior Representative for such Term Loan Exchange Notes shall enter into
a Second Lien Intercreditor Agreement or other customary intercreditor agreement, in each case with the Administrative Agent and/or
Collateral Agent substantially consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together
with (I) any immaterial changes and (II) changes implementing additional extensions of credit permitted under this Agreement, in
each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood
that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may
secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations),
or (C) shall not be incurred or Guaranteed by any Restricted Subsidiary unless such Restricted Subsidiary is a Loan Party which
shall have previously or substantially concurrently Guaranteed or borrowed such Term Loans being exchanged.


 






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(b)The
Borrower shall offer to issue Term Loan Exchange Notes in exchange for the Class of Term Loans to all Lenders holding such Class
of Term Loans (other than any Lender that, if requested by the Borrower, is unable to certify that it is (i) a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) an institutional “accredited investor”
(as defined in Rule 501 under the Securities Act) or (iii) not a “U.S. person” (as defined in Rule 902 under the Securities
Act)) on a pro rata basis, and such Lenders may choose to accept or decline to receive such Term Loan Exchange Notes in their sole
discretion. Any such Term Loans exchanged for Term Loan Exchange Notes shall be automatically and immediately, without further
action by any Person, cancelled on the Term Loan Exchange Effective Date for all purposes of this Agreement (and, if requested
by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment
and Assumption, or such other form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which
the respective Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Debt Exchange to the Borrower
for immediate cancellation), and accrued and unpaid interest on such Term Loans shall be paid to the exchanging Lenders on the
Term Loan Exchange Effective Date, or, if agreed to by the Borrower and the Administrative Agent, the next scheduled Interest Payment
Date with respect to such Term Loans (with such interest accruing until the date of consummation of such Permitted Debt Exchange).


 


(c)If
the aggregate principal amount of all Term Loans (calculated on the face amount thereof) of a given Class tendered by Lenders in
respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans
which exceeds the principal amount thereof of the applicable Class actually held by it) shall exceed the maximum aggregate principal
amount of Term Loans of such Class offered to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then
the Borrower shall exchange Term Loans under the relevant Class tendered by such Lenders ratably up to such maximum based on the
respective principal amounts so tendered, or, if such Permitted Debt Exchange Offer shall have been made with respect to multiple
Classes without specifying a maximum aggregate principal amount offered to be exchanged for each Class, and the aggregate principal
amount of all Term Loans (calculated on the face amount thereof) of all Classes tendered by Lenders in respect of the relevant
Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which exceeds the principal
amount thereof actually held by it) shall exceed the maximum aggregate principal amount of Term Loans of all relevant Classes offered
to be exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrower shall exchange Term Loans across
all Classes subject to such Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount based on the
respective principal amounts so tendered.


 






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(d)With
respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this Section 2.25, unless waived by the Borrower,
such Permitted Debt Exchange Offer shall be made for not less than $25,000,000 in aggregate principal amount of Term Loans; provided
that subject to the foregoing the Borrower may at its election specify (A) as a condition to consummating any such Permitted Debt
Exchange that a minimum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the Borrower’s
discretion) of Term Loans of any or all applicable Classes be tendered and/or (B) as a condition to consummating any such Permitted
Debt Exchange that no more than a maximum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer
in the Borrower’s discretion) of Term Loans of any or all applicable Classes will be accepted for exchange. The Administrative
Agent and the Lenders hereby acknowledge and agree that this Section 2.25 shall supersede any provisions of Section 2.11,
Section 2.18 and Section 9.02 to the contrary, waive the requirements of any other provision of this Agreement or
any other Loan Document that may otherwise prohibit the incurrence of any Indebtedness expressly provided for by this Section
2.25 and hereby agree not to assert any Default or Event of Default in connection with the implementation of any such Permitted
Debt Exchange or any other transaction contemplated by this Section 2.25.


 


(e)In
connection with each Permitted Debt Exchange, the Borrower shall provide the Administrative Agent at least five (5) Business Days’
(or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and the Borrower and the Administrative
Agent, acting reasonably, shall mutually agree to such procedures as may be necessary or advisable to accomplish the purposes of
this Section 2.25; provided that the terms of any Permitted Debt Exchange Offer shall provide that the date by which
the relevant Lenders are required to indicate their election to participate in such Permitted Debt Exchange shall be not less than
ten days following the date on which the Permitted Debt Exchange Offer is made. The Borrower shall provide the final results of
such Permitted Debt Exchange to the Administrative Agent no later than three (1) Business Day prior to the proposed date of effectiveness
for such Permitted Debt Exchange and the Administrative Agent shall be entitled to conclusively rely on such results.


 


(f)The
Borrower shall be responsible for compliance with, and hereby agrees to comply with, all applicable securities and other laws in
connection with each Permitted Debt Exchange, it being understood and agreed that (x) neither the Administrative Agent nor any
Lender assumes any responsibility in connection with the Borrower’s compliance with such laws in connection with any Permitted
Debt Exchange and (y) each Lender shall be solely responsible for its compliance with any applicable “insider trading”
laws and regulations to which such Lender may be subject under the Securities Exchange Act of 1934, as amended.


 


Article
III

Representations and Warranties


 


Each of the Parent, Holdco
and the Borrower represents and warrants to the Lenders that (it being understood that the following representations and warranties
shall be deemed made with respect to any Foreign Subsidiary only to the extent relevant under applicable law); provided
that, on the Effective Date, each such Person’s representations and warranties shall be limited to the Specified Representations:


 


Section 3.01Organization;
Powers. Each of the Parent and the Material Subsidiaries is (a) duly organized or incorporated, validly existing and, to the
extent such concept is applicable in the corresponding jurisdiction, in good standing under the laws of the jurisdiction of its
organization or incorporation and (b) has all requisite organizational or constitutional power and authority to (i) carry on its
business as now conducted and as proposed to be conducted and (ii) execute, deliver and perform its obligations under each Loan
Document to which it is a party, except in the case of clauses (a) and (b), where the failure to do so, individually
or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.


 






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Section 3.02Authorization;
Enforceability. This Agreement (and the lending transactions contemplated hereby to occur on the Effective Date) has been duly
authorized by all necessary corporate, shareholder or other organizational action by each of the Parent, Holdco and the Borrower,
and constitutes, and each other Loan Document to which any Loan Party is a party has been duly authorized by all necessary corporate,
shareholder or other organizational action by such Loan Party, and each Loan Document constitutes, or when executed and delivered
by such Loan Party, will constitute, a legal, valid and binding obligation of the Parent, Holdco, the Borrower or such other Loan
Party (as the case may be), enforceable in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law and other matters which are set out as qualifications or reservations as
to matters of law of general application in any legal opinion delivered pursuant to the Loan Documents, (ii) the need for filings
and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured
Parties and (iii) with respect to enforceability against Foreign Subsidiaries or under foreign laws, the effect of foreign laws,
rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries and intercompany Indebtedness
owed by Foreign Subsidiaries.


 


Section 3.03Governmental
Approvals; No Conflicts. The execution, delivery and performance by the Loan Parties of the Loan Documents to which such Loan
Parties are a party (a) do not require any material consent or approval of, registration or filing with, or any other action by,
any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, in each case as of
the Effective Date, (ii) filings and registrations of charges necessary to perfect Liens created under the Loan Documents and to
release existing Liens (if any), (iii) stamping of any relevant Loan Documents, and (iv) those consents, approvals, registrations,
filings or other actions, the failure of which to obtain or make would not reasonably be expected to result in a Material Adverse
Effect, (b) will not violate any Organizational Document of the Parent, Holdco or any other Loan Party, (c) will not violate any
Requirement of Law applicable to the Parent or any Restricted Subsidiary, (d) will not violate or result in a default under any
indenture, agreement or other instrument in each case constituting Material Indebtedness binding upon the Parent or any Restricted
Subsidiary or their respective assets, or give rise to a right thereunder to require any payment to be made by the Parent or any
Restricted Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation thereunder,
in each case as of the Effective Date and (e) will not result in the creation or imposition of any Lien on any asset of the Parent
or any Restricted Subsidiary, except Liens created under the Loan Documents and Liens permitted under Section 6.02; except in the
cases of clauses (a), (c) and (d) above where such violations, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect.


 


Section 3.04Financial
Condition; No Material Adverse Change.


 


(a)The
Borrower has heretofore furnished to the Administrative Agent the Micro Focus Historical Financial Statements and the Seattle Historical
Financial Statements. Such Micro Focus Historical Financial Statements, present fairly in all material respects the consolidated
financial position and consolidated results of operations and consolidated cash flows of the Parent and its subsidiaries as of
such dates and for such periods in accordance in all material respects with IFRS and subject to, in the case of the unaudited financial
statements, the absence of footnotes, changes resulting for year-end audit adjustments and any other adjustments disclosed therein
(including the notes thereto), and the inclusion of explanatory notes. To the knowledge of the Borrower, such Seattle Historical
Financial Statements present fairly, in all material respects, the combined financial position and the combined results of operations
and combined cash flows of the Seattle Business as of such dates and for such periods in accordance in all material respects with
GAAP, subject, in the case of the unaudited financial statements, to changes resulting from year-end audit adjustments and to any
other adjustments described therein (including the notes thereto), the absence of footnotes and the inclusion of explanatory notes.






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(b)No
event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect after
the earlier of the Acquisition Closing Date and the Applicable Acquisition Consummation Deadline.


 


Each Lender and the Administrative Agent
hereby acknowledges and agrees that the Parent and its Subsidiaries or the Company and its subsidiaries may be required to restate
historical financial statements as the result of the implementation of changes in GAAP or IFRS, or the respective interpretation
thereof, and that such restatements will not result in a Default or an Event of Default under the Loan Documents.


 


Section 3.05Properties.


 


(a)Each
of the Parent and the Restricted Subsidiaries has good title to, valid leasehold interests in, or rights to use, all its real and
personal property material to its business, except for Liens permitted under Section 6.02 and minor defects in title and
except where the failure to have such interest would not reasonably be expected to have a Material Adverse Effect.


 


(b)Each
of the Parent and the Restricted Subsidiaries owns or has the right to use all Intellectual Property that is necessary for the
operation of their respective businesses as currently conducted, except where the failure of the foregoing would not reasonably
be expected to have a Material Adverse Effect.


 


Section 3.06Litigation
and Environmental Matters.


 


(a)There
are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or,
to the knowledge of the Borrower, threatened in writing against the Parent or any Restricted Subsidiary as to which there is a
reasonable possibility of an adverse determination and that, if adversely determined would reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters).


 


(b)Except
for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect, none of the Parent nor any Restricted Subsidiary (i) has failed to comply with
any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental
Law, (ii) has become subject to any Environmental Liability or (iii) has received written notice of any claim with respect to any
Environmental Liability.


 






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Section 3.07Compliance
with Laws.


 


Each
of the Parent and the Restricted Subsidiaries is in compliance with all Requirements of
Law applicable to it or its property, except, where the failure to do so, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect. 


 


Section 3.08Investment
Company Status. None of the Parent, Holdco,
the Borrower or any other Loan Party is required to be registered as an “investment company” as defined in,
or subject to regulation under, the Investment Company Act of 1940.


 


Section
3.09Taxes. Each of the Parent and the Restricted Subsidiaries (a) has timely filed or caused to be filed all Tax
returns and reports required to have been filed, except to the extent that failure to do so would not reasonably be expected to
result in a Material Adverse Effect, and (b) has paid or caused to be paid all Taxes required to have been paid by it, except (x)
any Taxes the failure to pay would not reasonably be expected to result in a Material Adverse Effect or (y) any Taxes that are
being contested in good faith by appropriate proceedings for which adequate reserves have been provided in accordance with GAAP,
IFRS or other applicable foreign accounting principles.


 


Section 3.10ERISA.
No ERISA Event or similar event with respect to any Foreign Plan has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events or similar event with respect to any Foreign Plan for which liability is reasonably expected
to occur, would reasonably be expected to result in a Material Adverse Effect.


 


Section 3.11Disclosure.
All written information concerning the Parent, the Company and their respective subsidiaries and their respective businesses furnished
by or on behalf of the Parent or any Restricted Subsidiary to the Administrative Agent in connection with the transactions (other
than projections, estimates, budgets, forecasts, pro forma financial information and other forward-looking information and information
of a general economic or general industry nature and other general market data), when taken as a whole, do not, as of the date
furnished, contain any untrue statement of a material fact or omit to state any material fact (solely in the case of this representation
when made on or prior to the Acquisition Closing Date, known to the Borrower in the case of any document not furnished by or on
behalf of it) necessary to make the statements therein not materially misleading in the light of the circumstances under which
they were made (after giving effect to all supplements and updates thereto from time to time). Any projections and pro forma financial
information contained in such materials (including any Projections) are based upon good faith estimates and assumptions believed
by the Borrower to be reasonable at the time made, it being understood by the Agents and the Lenders that such projections as to
future events (i) are not to be viewed as facts, (ii)(A) are subject to significant uncertainties and contingencies, which may
be beyond the control of the Loan Parties, (B) no assurance is given by the Loan Parties that the results or forecast in any such
projections will be realized and (C) the actual results may differ from the forecast results set forth in such projections and
such differences may be material and (iii) are not a guarantee of performance and that actual results during the period or periods
covered by any such projections may vary significantly from the projected results and such differences may be material.


 






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Section 3.12Labor
Matters. As of the Effective Date, there are no strikes, work stoppages or material labor disputes against the Parent or any
Restricted Subsidiary pending or, to the actual knowledge of the Borrower, threatened in writing, in each case, that would reasonably
be expected to have a Material Adverse Effect.


 


Section 3.13Subsidiaries.
As of the Effective Date, Schedule 3.13 sets forth, the name of and the ownership by the Parent and its Subsidiaries in,
each Subsidiary (other than Foreign Subsidiaries which are inactive, dormant or have only de minimis assets) and identifies each
Subsidiary that is a Loan Party as of the Effective Date; provided that inaccuracies in the name and ownership of any Foreign
Subsidiary that is not a Material Subsidiary shall be deemed not material for all purposes under this Agreement and the other Loan
Documents.


 


Section 3.14Solvency.
As of the Effective Date, after giving effect to the consummation of the Transactions, the Parent and its Subsidiaries, when taken
as a whole, are Solvent.


 


Section 3.15Federal
Reserve Regulations.


 


(a)None
of the Parent or any Restricted Subsidiary is engaged principally, or as one of its important activities, in the business of extending
credit for the purpose of buying or carrying Margin Stock.


 


(b)Taking
into account all of the Transactions, no part of the proceeds of the Loans will be used, whether directly or indirectly, and whether
immediately, incidentally or ultimately, for any purpose that entails a violation of the provisions of the Regulations of the Board,
including Regulation T, U or X.


 


Section 3.16[Reserved].


 


Section 3.17Use
of Proceeds. The proceeds of the Term Loans and the Revolving Loans will be used in accordance with Section 5.10; provided
that the proceeds of any Incremental Facility may be used for any purpose agreed to by the lenders thereof.


 


Section 3.18Security
Documents. The Security Documents, upon execution and delivery by the parties thereto, are effective to create in favor of
the Collateral Agent for the benefit of the applicable Secured Parties legal, valid and enforceable (subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and general principles
of equity, regardless of whether considered in a proceeding in equity or at law and other matters which are set out as qualifications
or reservations as to matters of law of general application in any legal opinion delivered pursuant to the Loan Documents, (b)
any filings, notices and registrations and other perfection requirements necessary to create or perfect the Liens on the Collateral
granted by the Loan Parties in favor of the Secured Parties (which filings or recordings shall be made to the extent required by
any Security Document) and (c) with respect to enforceability against Foreign Subsidiaries or under non-U.S. laws, the effect of
non-U.S. laws, rules and regulations as they relate to pledges, if any, of Equity Interests in Foreign Subsidiaries and intercompany
Indebtedness owed by Foreign Subsidiaries and other items of Collateral subject to unique local law perfection requirements) first
priority Liens on, and security interests in, the Collateral, subject to Liens permitted pursuant to Section 6.02 and, (i)
when all appropriate filings, notices or recordings are made in the appropriate offices, corporate records or with the appropriate
Persons as may be required under applicable laws and/or any Security Document (which filings, notices or recordings shall be made
to the extent required by any Security Document) and (ii) upon the taking of possession or control by the Collateral Agent of such
Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control
shall be given to the Collateral Agent to the extent required by any Security Document), such Security Document will constitute
perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, subject to
Liens permitted pursuant to Section 6.02.


 






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Section 3.19OFAC;
FCPA; Patriot Act.


 


(a)On
the Effective Date and in connection with the consummation of the Seattle Acquisition, the Borrower will not use the proceeds of
the Loans or otherwise knowingly make available such proceeds to any Person, in each case for the purpose of financing the activities
of any Person subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)
or Her Majesty’s Treasury in violation of the OFAC or Her Majesty’s Treasury.


 


(b)On
the Effective Date and in connection with the consummation of the Seattle Acquisition, no part of the proceeds of the Loans will
be used by or at the direction of the Parent or any of its Subsidiaries for any payments to any governmental official or employee,
political party, official of a political party, candidate for political office, or anyone else acting in an official capacity,
in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt
Practices Act of 1977 or the Bribery Act 2010 of the United Kingdom.


 


(c)On
the Effective Date and in connection with the consummation of the Seattle Acquisition, to the extent applicable, no part of the
proceeds of the Loans will be used by or at the direction of Parent and the other Loan Parties in violation of the Patriot Act,
the Terrorism Act 2000, Anti-Terrorism Crime & Security Act 2001, Proceeds of Crime Act 2002, Money Laundering Regulations
2007, or the Bribery Act 2010 of the United Kingdom.


 


(d)Except
as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, none of Parent or
any of its Subsidiaries has, in the past three years, committed a violation of any Anti-Corruption Laws. Except as would not, individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect, none of Parent, any of its Subsidiaries or,
to the knowledge of the Borrower, any director, officer or employee thereof is an individual or entity currently the subject of
Sanctions, nor is Parent or any of its Subsidiaries located, organized or resident in a country or territory that is the subject
of Sanctions.


 






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Article
IV

Conditions


 


Section 4.01Effective
Date. The effectiveness of this Agreement, the rollover of the Tranche B-2 Term Loans as described in Section 2.01(a)(i),
the conversion and deemed issuance of the Tranche B-3 Term Loans as described in Section 2.01(a)(ii) and the conversion
and deemed issuance of the Euro Tranche Term Loans as described in Section 2.01(a)(iii) shall become effective upon the
satisfaction (or waiver) of the conditions set forth in Section 9 of Amendment No. 3.


 


Section 4.02Each
Credit Event. The obligation of (i) each Lender to make a Loan on the occasion of any Borrowing of Revolving Loans after the
Effective Date and (ii) the Issuing Bank to issue, renew, increase or extend any Letter of Credit after the Effective Date (each
event referred to in clause (i) and (ii) above, a “Credit Event”),
is subject to receipt of the request therefor in accordance herewith and to the satisfaction (or waiver) of the following express
conditions (except as hereinafter indicated, including in connection with any Incremental Loans or Incremental Facility, as provided
therein):


 


(a)Except
as expressly set forth herein, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true
and correct in all material respects, in each case on and as of the date of such Credit Event (or true and correct in all material
respects as of a specified date, if earlier).


 


(b)Except
as expressly set forth herein, at the time of and immediately after giving effect to such Credit Event, no Default or Event of
Default shall have occurred and be continuing.


 


(c)Except
as expressly set forth herein, the Administrative Agent shall have received a Borrowing Request meeting the requirements of Section
2.03 (other than in connection with an Incremental Loan).


 


Except as expressly set forth herein, each
Borrowing (provided that a conversion or a continuation of a Borrowing shall not constitute a “Borrowing”
for purposes of this Section) and each issuance, renewal, increase or extension of a Letter of Credit (other than any Borrowing
or issuance of a Letter of Credit on the Effective Date) shall be deemed to constitute a representation and warranty by the Borrower
on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.


 






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Article
V

Affirmative Covenants


 


From and after the Effective
Date and until the Termination Date, each of the Parent, Holdco and the Borrower covenant and agree with the Lenders that:


 


Section 5.01Financial
Statements and Other Information. The Parent will furnish to the Administrative Agent which will furnish to the Lenders:


 


(a)within
125 days after the end of each fiscal year of the Parent, the audited consolidated statement of financial position and audited
consolidated statements of comprehensive income, changes in equity and cash flows as of the end of and for such year for the Parent
and its Subsidiaries, and related notes thereto, accompanied by management discussion and analysis, setting forth in each case
in comparative form the figures for the previous fiscal year, all reported on by any “big four” auditors, other auditors
of recognized national standing or other auditors reasonably acceptable to the Administrative Agent, with an unmodified report
by such auditors without an emphasis of matter paragraph related to going concern as defined by ISA 570 (or any similar statement
under any amended or successor rule as may be adopted by the International Auditing and Assurance Standards Board from time to
time) (except to the extent such emphasis paragraph results solely from (i) a current maturity of any Indebtedness or (ii) any
inability or potential inability to satisfy the covenant under Section 6.12 or any other financial covenant in any agreement,
whether at such time or on a future date or in a future period), to the effect that such consolidated financial statements present
fairly in all material respects the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated
basis in accordance in all material respects with IFRS (except as otherwise disclosed in such financial statements);


 


(b)(i)
within 92 days, after the end of the second fiscal quarter of the Parent of each fiscal year of the Parent, the unaudited consolidated
statement of financial position and unaudited consolidated statements of comprehensive income and cash flows as of the end of and
for such six month period of the first two fiscal periods and the then elapsed portion of the fiscal year of the Parent, accompanied
by management discussion and analysis, setting forth in comparative form the figures for the corresponding period or periods of
(or, in the case of the statement of financial position, as of the end of) the previous fiscal year, all certified by its Financial
Officer as presenting fairly in all material respects the financial condition and results of operations of the Parent and its Subsidiaries
on a consolidated basis in accordance in all material respects with IFRS (except as otherwise disclosed in such financial statements),
subject to normal year-end audit adjustments and the absence of footnotes, and (ii) within 45 days (or in the case of the first
two such fiscal quarters to occur after the Effective Date, 60 days) after the end of each of the first and third fiscal quarters
of each fiscal year of the Parent, in each case, the unaudited consolidated statement of financial position and unaudited consolidated
statements of comprehensive income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of
the fiscal year for the Parent and its Subsidiaries, accompanied by management discussion and analysis, setting forth in each case
in comparative form the figures for the corresponding period or periods of (or, in the case of the statement of financial position,
as of the end of) the previous fiscal year, all certified by its Financial Officer as presenting fairly in all material respects
the financial condition and results of operations of the Parent and its Subsidiaries on a consolidated basis in accordance in all
material respects with IFRS (except as otherwise disclosed in such financial statements), subject to normal year-end audit adjustments
and the absence of footnotes, which quarterly financial statements delivered pursuant to this clause (b)(ii) shall be designated
“Private Side Information” and shall only be made available to Private Lenders;


 






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(c)concurrently
with the delivery of any financial statements under paragraphs (a) and (b) above, a Compliance Certificate (i) certifying
as to whether a Default exists and, if a Default exists, specifying the details thereof and any action taken or proposed to be
taken with respect thereto, (ii) setting forth reasonably detailed calculations (A) during any fiscal quarter during which the
covenant contained in Section 6.12 is in effect pursuant to the last sentence of Section 6.12, demonstrating compliance
or non-compliance with such covenant (provided that any such calculations set forth in the Compliance Certificate delivered with
the financial statements under paragraph (b)(ii) for the first and third fiscal quarters of each fiscal year of the Parent will
be designated “Private Side Information” and will only be made available to Private Lenders) and (B) in the case of
financial statements delivered under paragraph (a) above, beginning with the financial statements for the fiscal year of
the Parent ending October 31, 2019, of Excess Cash Flow for such fiscal year and (iii) stating whether any material change in IFRS
or in the application thereof has occurred since the date of the then most recently delivered audited financial statements that
would affect the compliance or non-compliance with any financial ratio or requirement in this Agreement and, if any such change
has occurred, specifying the effect of such change on the financial statements accompanying such certificate;


 


(d)not
later than 120 days after the end of each fiscal year of the Parent (beginning with the fiscal year ending October 31, 2018), a
reasonably detailed consolidated budget for the following fiscal year as customarily prepared by management of the Parent for its
internal use consistent in scope with the financial statements provided pursuant to Section 5.01(a) setting forth the principal
assumptions upon which such budget is based (collectively, the “Projections”),
it being understood and agreed that any financial or business projections furnished by any Loan Party (i)(A) are subject to significant
uncertainties and contingencies, which may be beyond the control of the Loan Parties, (B) no assurance is given by the Loan Parties
that the results or forecast in any such projections will be realized and (C) the actual results may differ from the forecast results
set forth in such projections and such differences may be material and (ii) are not a guarantee of performance;


 


(e)promptly
after the same become publicly available, copies of all shareholder circulars and all material periodic and other reports and other
materials published by the Parent or any Restricted Subsidiary through a Regulatory Information Service pursuant to the Disclosure
and Transparency Rules or filed with the UKLA or with any national securities exchange;


 


(f)simultaneously
with the delivery of each set of consolidated financial statements referred to in Section 5.01(a) or (b) above, the
related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries
(if any) from such consolidated financial statements; and


 


(g)promptly
following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition
of the Parent or any Restricted Subsidiary as the Administrative Agent may reasonably request, including information requested
on behalf of any Lender to comply with Section 9.14; provided that none of the Parent or any Restricted Subsidiary
will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes
trade secrets or proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their
representatives or contractors) is prohibited by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney
client or similar privilege or constitutes attorney work product.


 






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In the event the Parent
changes its fiscal year as permitted pursuant to Section 6.13, notwithstanding anything to the contrary in this Section
5.01, the first accounting period after the Merger for which audited financial statements shall be required shall be for the
eighteen (18) month period ending October 31, 2018, and during this extended accounting period, the Parent shall furnish to the
Administrative Agent unaudited financial statements of the type described in Section 5.01(b) for the six (6) month period
ended October 31, 2017 and for the six (6) month period ended April 30, 2018, and comparative figures for the corresponding period
or periods of the previous year shall not be required.


 


Any financial statement
or other document, reports or other materials (to the extent any such financial statement or document, reports or other materials
included in materials otherwise published through a Regulatory Information Service pursuant to the Disclosure and Transparency
Rules or with the UKLA or with any national securities exchange) required to be delivered pursuant to this Section 5.01
may be satisfied with respect to such financial statements or other documents, reports or other materials by the publishing of
the Parent’s interim financial statements required under Section 5.01(b) through a Regulatory Information Service
pursuant to the Disclosure and Transparency Rules or with the UKLA or with any national securities exchange. All financial statements
and other documents, reports, proxy statements or other materials required to be delivered pursuant to this Section 5.01
or Section 5.02 may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date
(i) such financial statements and/or other documents are published through a Regulatory Information Service pursuant to the Disclosure
and Transparency Rules or with the UKLA or with any national securities exchange, (ii) on which the Parent posts such documents,
or provide a link thereto, on the Parent’s website or (iii) on which such documents are posted on the Parent’s behalf
on an Internet or Intranet website, if any, to which the Administrative Agent and each Lender has access (whether a commercial
third-party website or a website sponsored by the Administrative Agent and whether or not any such Lender has elected to be a Public
Lender), provided that (A) the Borrower shall, at the request of the Administrative Agent, continue to deliver copies
(which delivery may be by electronic transmission (including Adobe pdf copy)) of such documents (other than pursuant to clauses
(a) and (b) of this Section 5.01) to the Administrative Agent and (B) the Borrower shall notify (which notification may
be by facsimile or electronic transmission (including Adobe pdf copy)) the Administrative Agent of the posting of any such documents
on any website. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies
of such documents from the Administrative Agent and maintaining its copies of such documents.


 






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The Borrower hereby acknowledges
that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials and/or information provided
by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials
on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a
“Public Lender”) may have personnel who do not wish to receive material non-public information with respect
to the Parent or any of its Subsidiaries, or any of their respective securities, and who may be engaged in investment and other
market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially
reasonable efforts to identify that portion of the Borrower Materials that are to be made available to Public Lenders; (x) by marking
Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers,
the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information (although
it may be sensitive and proprietary) with respect to Parent, Holdco, the Borrower or their respective securities for purposes of
applicable securities laws (provided, however, that to the extent such Borrower Materials constitute Information,
they shall remain subject to the provisions of Section 9.12); (y) all Borrower Materials marked “PUBLIC” are
permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the
Administrative Agent shall be entitled to treat the Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not designated “Public Side Information” (it being understood that the
Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”). Notwithstanding the foregoing, to the
extent the Borrower has had a reasonable opportunity to review, the following Borrower Materials shall be deemed to be marked “PUBLIC,”
unless the Borrower notifies the Administrative Agent promptly that any such document contains material non-public information:
(1) the Loan Documents and (2) notification of changes in the terms of the Loans.


 


Each Public Lender agrees
to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information”
or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate,
in accordance with such Public Lender’s compliance procedures and applicable law, including foreign, United States Federal
and state securities laws, to make reference to Communications that are not made available through the “Public Side Information”
portion of the Platform and that may contain material non-public information with respect to Parent, Holdco, the Borrower or any
of their respective securities for purposes of foreign, United States Federal or state securities laws.


 


THE PLATFORM IS PROVIDED
“AS IS” AND “AS AVAILABLE.” THE ADMINISTRATIVE AGENT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE ADMINISTRATIVE AGENT
IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.


 


Section 5.02Notices
of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender through the Administrative
Agent) prompt written notice of a Responsible Officer of the Borrower’s obtaining knowledge of any of the following:


 


(a)the
occurrence of any Default or Event of Default, in each case, except to the extent the Administrative Agent shall have furnished
the Borrower written notice thereof;


 






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(b)the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the
knowledge of a Responsible Officer of the Borrower, threatened in writing against the Parent or any Restricted Subsidiary, that
would reasonably be expected to be adversely determined and if adversely determined, would reasonably be expected to result, after
giving effect to the coverage and policy limits of applicable insurance policies, in a Material Adverse Effect;


 


(c)the
occurrence of any ERISA Event or similar event with respect to any Foreign Plan that, in either case, would reasonably be expected
to result in a Material Adverse Effect; and


 


(d)any
other development (including notice of any claim or condition arising under or relating to any Environmental Law) that results
in, or would reasonably be expected to result in, a Material Adverse Effect.


 


Each notice delivered under this Section
shall be accompanied by a written statement of a Responsible Officer of the Borrower setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken with respect thereto. Documents required to be delivered
pursuant to this Section 5.02 may be delivered electronically in accordance with Section 5.01.


 


Section 5.03Semi-Annual
Lender Call. At the reasonable request of the Administrative Agent, but not more than twice in any fiscal year (and no more
than once in any two consecutive quarter periods), within a reasonable period of time following delivery of the financial statements
pursuant to Section 5.01(a) or Section 5.01(b)(i) and at a mutually agreeable time (which shall be the same time
the Parent holds such conference call with the Seattle Lenders), the Borrower will hold a semi-annual conference call with Lenders
to review the consolidated financial results of operations of the Parent covered by such financial statements.


 


Section 5.04Existence;
Conduct of Business. The Parent will, and will cause each Restricted Subsidiary to, do or cause to be done all things reasonably
necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence (except as otherwise permitted hereunder)
and (b) the rights, licenses, permits, privileges, franchises, Intellectual Property necessary to conduct its business, except,
in the case of clauses (a) (other than with respect to the Borrower) and (b), to the extent that failure to do so
would not reasonably be expected to result in a Material Adverse Effect, provided that the foregoing shall not prohibit
any transaction otherwise permitted hereunder.


 


Section 5.05Payment
of Taxes. The Parent will, and will cause each Restricted Subsidiary to, pay all Tax liabilities, before any penalty accrues
thereon, except where (a)(i) any such payment is being contested in good faith by appropriate proceedings and (ii) the Parent or
such Restricted Subsidiary has set aside on its books adequate reserves or other appropriate provision with respect thereto in
accordance with IFRS or (b) the failure to make payment would not reasonably be expected to result in a Material Adverse Effect.


 






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Section 5.06Maintenance
of Properties. Except if the failure to do so would not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Effect, the Parent will, and will cause each Restricted Subsidiary to, keep and maintain all property material
to the conduct of its business (other than any property referenced in Section 5.04) in good working order and condition,
ordinary wear and tear excepted and casualty or condemnation excepted, provided that the foregoing shall not prohibit any
transaction otherwise permitted hereunder.


 


Section 5.07Insurance.
The Parent will, and will cause each Restricted Subsidiary to, maintain, with financially sound and reputable insurance companies,
(a) insurance in such amounts (after giving effect to any self-insurance reasonable and customary for similarly-situated Persons
engaged in the same or similar business) and against such risks as is (i) customarily maintained by companies engaged in the same
or similar businesses operating in the same or similar locations as reasonably determined by management of the Parent and (ii)
considered adequate by the Parent. The Borrower will furnish to the Administrative Agent, promptly following written request, information
in reasonable detail as to the insurance so maintained; provided that so long as no Event of Default has occurred and is
continuing, the Borrower shall only be required to provide such information one time in any fiscal year of the Parent. Without
limiting the generality of the foregoing, the Borrower will, or will cause each US Loan Party to, maintain or cause to be maintained
flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood
Insurance Program, in each case in compliance in all material respects with any applicable regulations of the Board. No later than
ninety (90) days (as such period may be extended in the reasonable discretion of the Administrative Agent) after the Effective
Date (or the date any such insurance is obtained, renewed or extended in the case of insurance obtained, renewed or extended after
the Effective Date), the Borrower will cause all property and casualty insurance policies with respect to Collateral of the US
Loan Parties to be endorsed or otherwise amended to include a lender’s loss payable, mortgagee or additional insured, as
applicable, endorsement, or otherwise reasonably satisfactory to the Administrative Agent.


 


Section 5.08Books
and Records; Inspection and Audit Rights. The Parent will, and the Parent will cause each Restricted Subsidiary to, keep proper
books of record and account in which full, true and correct entries (in all material respects) are made of all material financial
transactions in relation to its business and activities. The Parent will, and will cause each Restricted Subsidiary to, permit
any representatives designated by the Administrative Agent, upon reasonable prior notice, to visit and inspect its properties,
to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers,
all at such reasonable times and as often as reasonably requested, provided that only the Administrative Agent on behalf
of the Lenders may exercise rights under this Section 5.08 and the Administrative Agent shall not exercise such rights more
often than one time during any fiscal year absent the existence of an Event of Default and, in any event, only one such time shall
be at the Borrower’s expense, and provided, further, that when an Event of Default has occurred and is continuing
the Administrative Agent (or any of its designated representatives) may do any of the foregoing at the expense of the Borrower
at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall provide the Borrower
the opportunity to participate in any discussions with any such independent accountants. Notwithstanding anything to the contrary
in this Section 5.08, neither the Parent nor any Restricted Subsidiary will be required to disclose or permit the inspection
or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary information, (ii)
in respect of which disclosure to the Administrative Agent or any Lender (or their representatives or contractors) is prohibited
by law, fiduciary duty or any binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes
attorney work product.


 






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Section 5.09Compliance
with Laws. The Parent will, and will cause each Restricted Subsidiary to, comply with all Requirements of Law (including, without
limitation, OFAC, FCPA, the Patriot Act, the Terrorism Act 2000, Anti-Terrorism Crime & Security Act 2001, Proceeds of Crime
Act 2002, Money Laundering Regulations 2007, and the Bribery Act 2010 of the United Kingdom (it being understood that any Foreign
Subsidiary will only be required to comply with the relevant corresponding local laws)) with respect to it or its property, except
where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect.


 


Section 5.10Use
of Proceeds.


 


(a)The
proceeds of the Initial Term Loans will be used, directly or indirectly, by the Borrower (i) together with cash on hand, to consummate
the Transactions, including the payment of the Transaction Costs and (ii) for general corporate purposes. The proceeds of the Initial
Revolving Borrowing will be used on the Effective Date and the Acquisition Closing Date, in an amount not to exceed $100,000,000
to consummate the Transactions, including the payment of Transaction Costs, and for working capital and other general corporate
purposes.


 


(b)The
proceeds of the Revolving Loans and any other Loans borrowed after the Effective Date and Letters of Credit will be used for working
capital, capital expenditures, general corporate purposes and any other purpose of the Parent and its Subsidiaries not otherwise
prohibited under this Agreement (including, without limitation, Restricted Payments, Investments, Acquisitions and to fund Transaction
Costs).


 


(c)No
part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any
of the Regulations of the Board, including Regulations T, U and X.


 


Section 5.11Execution
of Subsidiary Guaranty and Security Documents after the Effective Date.


 


(a)Subject
to Section 5.12(b), (c) and (d), in the event that any Person becomes a Domestic Restricted Subsidiary (including
any Unrestricted Subsidiary that becomes a Domestic Restricted Subsidiary) after the date hereof (other than any Restricted Subsidiary
for so long as it is an Excluded Subsidiary) or any Domestic Restricted Subsidiary (including any Electing Guarantor) ceases to
be an Excluded Subsidiary, the Parent, Holdco, the Borrower or other applicable Loan Parties will promptly (and in no event later
than 60 days thereafter or such later date as the Administrative Agent may agree in its reasonable discretion) notify Administrative
Agent of that fact and cause such Domestic Restricted Subsidiary to execute and deliver to the Administrative Agent counterparts
of the Subsidiary Guaranty (or Parent Companies Guaranty, as applicable) and the US Collateral Agreement and each other US Security
Document and to take all such further actions and execute all such further documents and instruments as required by the US Collateral
Agreement and each other US Security Document to secure the Secured Obligations for the benefit of the Secured Parties (including
all actions necessary to cause such Lien to be duly perfected to the extent required by such US Security Document, including the
filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and in all events
to exclude Excluded Property). In addition, as and to the extent provided in the US Collateral Agreement or any other Security
Document, as applicable, (subject to all applicable exceptions and limitations therein and herein), the applicable US Loan Party
shall deliver to the Collateral Agent all certificates, if any, representing Equity Interests of such Domestic Restricted Subsidiary
(accompanied by undated stock powers, duly endorsed in blank) as required thereunder. Under no circumstance will any US Loan Party
be required to execute any Security Documents governed by the laws of any jurisdiction other than the United States of America,
any State thereof or the District of Columbia other than with respect to the pledge of the Equity Interests of a Loan Party under
the laws of the United States or the United Kingdom.


 






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(b)Subject
to Section 5.12(b), (c) and (d), in the event that any Person becomes a Domestic Restricted Subsidiary after
the date hereof (other than any Domestic Restricted Subsidiary for so long as it is an Excluded Subsidiary), concurrently with
the execution and delivery of counterparts to the Subsidiary Guaranty (or Parent Companies Guaranty, as applicable) and US Collateral
Agreement pursuant to Section 5.11(a), such Domestic Restricted Subsidiary shall deliver to the Administrative Agent, (i)
certified copies of such Domestic Restricted Subsidiary’s Organizational Documents or, if such document is of a type that
may not be so certified, certified by the secretary or similar officer of the applicable Domestic Restricted Subsidiary, and (ii)
a certificate executed on behalf of such Domestic Restricted Subsidiary by the secretary or similar officer of such Domestic Restricted
Subsidiary as to (a) the fact that the attached resolutions of the Governing Body of such Domestic Restricted Subsidiary approving
and authorizing the execution, delivery and performance of such Loan Documents are in full force and effect and have not been modified
or amended and (b) the incumbency and signatures of the officers of such Domestic Restricted Subsidiary executing such Loan Documents.


 


(c)Subject
to Section 5.12(b), (c) and (d), in the event that any Person that is a UK Subsidiary becomes a Restricted
Subsidiary of the Parent (including any Unrestricted Subsidiary that becomes a Restricted Subsidiary of the Parent) after the date
hereof (other than any Restricted Subsidiary for so long as it is an Excluded Subsidiary) or any UK Subsidiary that is a Restricted
Subsidiary of the Parent (including any Electing Guarantor) ceases to be an Excluded Subsidiary, the Borrower or applicable Loan
Party will promptly (and in no event later than 60 days thereafter or such later date as the Administrative Agent may agree in
its reasonable discretion) notify Administrative Agent of that fact and cause such Restricted Subsidiary to execute and deliver
to the Administrative Agent the Subsidiary Guaranty (or Parent Companies Guaranty, as applicable) and all other applicable UK Security
Documents and to take such actions to grant Liens in favor of the Collateral Agent to secure the Secured Obligations and for the
benefit of the Secured Parties in the assets of such Restricted Subsidiary that constitute Collateral pursuant to the Security
Documents, as applicable, or any other collateral and security documents providing, to the extent practicable under relevant law
(as reasonably determined by the Administrative Agent and the Borrowers), substantially the equivalent of the Lien contemplated
to be provided by grantors under the Security Documents in effect on the Effective Date or to be put into effect in accordance
with Section 5.16 (and execute all such further documents and instruments as required by such Security Documents), or otherwise
in accordance with customary practice in the applicable jurisdiction as reasonably determined by the Administrative Agent and the
Borrower (including limitations necessary to comply with any Requirement of Law), (including all actions necessary to cause such
Lien to be duly perfected (or the equivalent under applicable law) to the extent required by such Security Document, including
the filing of notices or recordings in such jurisdictions as may be reasonably requested by the Administrative Agent, and in all
events to exclude Excluded Property. In addition, as and to the extent provided in the applicable Security Document (subject to
all applicable exceptions and limitations therein), the applicable Loan Party shall deliver to the Collateral Agent all certificates,
if any, representing Equity Interests issued to such Loan Party (accompanied by undated stock powers, duly endorsed in blank) as
required thereunder.


 






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(d)Subject
to Section 5.12(b), (c) and (d), in the event that any Person that is a UK Subsidiary becomes a Restricted
Subsidiary of the Parent after the date hereof (other than any Restricted Subsidiary for so long as it is an Excluded Subsidiary),
concurrently with the execution and delivery of the agreements, instruments or other documents pursuant to Section 5.11(c),
such Restricted Subsidiary shall deliver to the Administrative Agent, (i) certified copies of such Restricted Subsidiary’s
Organizational Documents or, if such document is of a type that may not be so certified, certified by the secretary or similar
officer of the applicable Restricted Subsidiary, and (ii) a certificate executed on behalf of such Restricted Subsidiary by the
secretary or similar officer of such Restricted Subsidiary as to (a) the fact that the attached resolutions of the Governing Body
of such Restricted Subsidiary approving and authorizing the execution, delivery and performance of such Loan Documents are in full
force and effect and have not been modified or amended and (b) the incumbency and signatures of the officers of such Restricted
Subsidiary executing such Loan Documents (or in lieu of the delivery of the items set forth in this Section 5.11(d), such Loan
Party shall deliver a customary director’s certificate, including customary attachments thereto including any items that
may be reasonably required by any counsel providing a legal opinion in respect of such Loan Party).


 


(e)If,
at any time, (x) (i) a Restricted Subsidiary is designated as an Unrestricted Subsidiary or an Immaterial Subsidiary in accordance
with this Agreement or (ii) an Electing Guarantor has been re-designated (at the option, and in the sole discretion, of the
Borrower in accordance with Section 5.13(b)) as an Excluded Subsidiary, the Collateral Agent shall release such Subsidiary
from any Subsidiary Guaranty and all Security Documents to which it may be a party and to the extent such Subsidiary’s Equity
Interests were pledged (or otherwise secured) as Collateral, such pledge (or other security) shall be released and, upon the request
of any Loan Party, any certificates in respect thereof shall be promptly returned to the applicable Loan Party or (y)  adverse
tax consequences could (in the good faith determination of the Borrower in consultation with the Administrative Agent) result to
the Borrower, the Parent or any Subsidiary of the Parent (i) from any Security Document executed and delivered by any Subsidiary
that is a Foreign Subsidiary of any US Loan Party or any CFC Holding Company, or any other Domestic Subsidiary of the Parent, the
Collateral Agent shall release such Restricted Subsidiary from any such Security Document, or (ii) from any Lien granted under
any Loan Document in respect of the Equity Interests in any Foreign Subsidiary of any US Loan Party or CFC Holding Company, such
Lien shall be released. Notwithstanding the foregoing, in no event shall Equity Interests of any Unrestricted Subsidiary or any
of such Unrestricted Subsidiary’s assets constitute Collateral, and the Administrative Agent and Collateral Agent shall take
all actions required hereunder and under the other Loan Documents to effect the foregoing.


 






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(f)Subject
to Section 5.12(b), (c) and (d), from and after the Effective Date, in the event that (i) any Loan Party acquires
fee simple interest in any Material Real Property (except to the extent constituting Excluded Property or subject to a Lien permitted
under Section 6.02 securing Indebtedness permitted by Section 6.01 incurred to acquire such Material Real Property
(or refinance such Indebtedness)) or (ii) at the time any Person becomes a Loan Party, such Person owns any Material Real Property
(excluding any such Material Real Property constituting Excluded Property or subject to a Lien permitted under Section 6.02
securing Indebtedness permitted by Section 6.01 incurred to acquire such Material Real Property (or refinance such Indebtedness)),
such Loan Party shall deliver to the Collateral Agent, within 120 days (or such later date as the Administrative Agent may agree
in its reasonable discretion) after such Person acquires such Material Real Property or becomes a Loan Party, as the case may be,
the following with respect to each such parcel of Material Real Property (each an “Additional Mortgaged Property”):


 


(i)A
fully executed and, to the extent necessary, notarized Mortgage, in proper form for recording in the applicable jurisdictions required
by law to establish and perfect the Mortgage in favor of the Collateral Agent, encumbering the interest of such Loan Party in such
Additional Mortgaged Property;


 


(ii)An
opinion of counsel in the state or other jurisdiction in which such Additional Mortgaged Property is located with respect to the
enforceability of the form of such Mortgage to be recorded in such state or other jurisdiction and such other customary matters
as the Administrative Agent may reasonably request;


 


(iii)(A)
ALTA mortgagee title insurance policy or unconditional commitments therefor (the “Mortgage Policy”) issued by
a Title Company with respect to such Additional Mortgaged Property located in the United States, in an amount to be mutually agreed
between the Borrower, the Administrative Agent and Collateral Agent, insuring title to such Additional Mortgaged Property vested
in such Loan Party, which such Mortgage Policy shall, to the extent available under applicable state law, include an endorsement
for mechanics’ Liens, for future advances under this Agreement; and (B) evidence reasonably satisfactory to the Administrative
Agent that such Loan Party has (i) delivered to the Title Company all certificates and affidavits required by the Title Company
in connection with the issuance of the Mortgage Policy and (ii) paid (or made provision for payment) to the Title Company or to
the appropriate Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of such
Mortgage Policy and all taxes and fees, including stamp taxes, mortgage recording taxes and fees and intangible taxes, payable
in connection with recording the Mortgage in the appropriate real estate records;


 






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(iv)A
title report issued by the Title Company with respect to such Additional Mortgaged Property located in the United States;


 


(v)An
ALTA survey of the Additional Mortgaged Property located in the United States to the extent already prepared and available;


 


(vi)To
the extent available, copies of all recorded documents listed as exceptions to title or otherwise referred to in the Mortgage Policy
or in the title reports delivered pursuant to clause (iv) above; and


 


(vii)With
respect to any Additional Mortgaged Property located in the United States, evidence, which may be in the form of a letter or other
written document from an insurance broker or a municipal engineer or other Person reasonably acceptable to the Administrative Agent,
as to whether (1) such Additional Mortgaged Property is a Flood Hazard Property and (2) the community in which any such
Flood Hazard Property is located is participating in the National Flood Insurance Program, (B) if such Additional Mortgaged Property
is a Flood Hazard Property, such Loan Party’s written acknowledgement of receipt of written notification from Administrative
Agent (1) that such Additional Mortgaged Property is a Flood Hazard Property and (2) as to whether the community in which each
such Flood Hazard Property is located is participating in the National Flood Insurance Program, and (C) in the event such Flood
Hazard Property is located in a community that participates in the National Flood Insurance Program, evidence that the applicable
Loan Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations
of the Board.


 


Section 5.12Further
Assurances.


 


(a)Subject
to Section 5.11 and Section 5.12(b), (c) and (d) and the terms, conditions and provisions of the Security
Documents applicable to such Loan Party, the Parent, Holdco and the Borrower shall, and shall cause the other Loan Parties to,
promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any jointly identified material
defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Security Document or other
document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file,
register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative
Agent or the Collateral Agent may reasonably request from time to time, and in order to carry out more effectively the purposes
thereof, in each case, to the extent required by this Agreement and the Security Documents.


 


(b)Notwithstanding
anything in this Agreement or any Security Document to the contrary: (i) neither the Administrative Agent nor the Collateral
Agent shall take, and the Loan Parties shall not be required to grant, a security interest in any Excluded Property; (ii) any security
interest required to be granted or any action required to be taken, including to perfect such security interest, shall be subject
to the same exceptions and limitations as those set forth in the Security Documents; (iii) no Loan Party shall be required,
nor shall the Administrative Agent or Collateral Agent be authorized to perfect any pledges, charges, assignments, security interests
and mortgages in any Collateral by any means other than (A) filings pursuant to the UCC (or similar filing in the United Kingdom)
in the office of the secretary of state (or similar central filing office) of the relevant State(s) other jurisdiction and filings
in the applicable real estate records with respect to mortgaged properties or any fixtures relating to Material Real Property,
(B) filings in United States or United Kingdom government offices (including registrations with the European Union) with respect
to Intellectual Property constituting Collateral as expressly required by the Loan Documents, (C) delivery to the Collateral Agent
to be held in its possession of all Collateral consisting of intercompany notes in an amount individually in excess of $15,000,000,
stock certificates of the Borrower and its Restricted Subsidiaries and other instruments issued to any Loan Party in an amount
individually in excess of $15,000,000, (D) mortgages in respect of Material Real Property and (E) necessary perfection steps with
respect to commercial tort claims over $15,000,000 individually, and other than as expressly required by Section 5.11(a)
or (b), no US Loan Party shall be required to take any action outside the United States to perfect any security interest
in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction
other than the United States of America, any State thereof or the District of Columbia) and no UK Loan Party shall be required
to take any action outside of the United Kingdom to perfect any security interest in the Collateral (including execution of any
agreement, document or other instrument governed by the law of any jurisdiction other than the United Kingdom), other than, in
each case, with respect to the pledge of the Equity Interests of a Loan Party under the laws of the United States or the United
Kingdom as provided in the Security Documents; (iv) no Loan Party shall have any obligation under any Loan Document to enter into
any landlord, bailee or warehousemen waiver, estoppel or consent or any other document of similar effect; (v) in no event shall
any Loan Party be required to take any action to perfect the security interest granted under the Security Documents in Collateral
consisting of (A) cash or Cash Equivalents, (B) entering into any deposit account control agreement or securities account control
agreement with respect to any deposit account or securities account (including securities entitlements and related assets credited
thereto) or (C) other assets requiring perfection through the implementation of control agreements or perfection by “control”
or notice of such security or acknowledgment of such security (other than possession by the Collateral Agent to the extent set
forth in clause (iii) above and as further expressly required under the Security Documents) in each case under this clause (v),
except, in each case, to the extent such perfection may be achieved by the filing of a UCC financing statement or similar filing
in the United Kingdom; and (vi) no Loan Party shall be required to enter into any source code escrow arrangement (or, except as
otherwise expressly set forth in the Security Documents, be obligated to register intellectual property).


 






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(c)Neither
the Administrative Agent nor the Collateral Agent shall obtain or perfect a security interest in any assets of any Loan Party as
to which the Borrower in consultation with the Administrative Agent, shall determine that the cost of obtaining or perfecting such
security interest is excessive in relation to the benefit to the Lenders of the security afforded thereby (such comparison to be
determined in a manner consistent with any such determination made in connection with the Effective Date) or would otherwise violate
applicable law.


 


(d)Notwithstanding
anything in this Agreement or any Security Document to the contrary, the Parent shall not form or permit to exist a Subsidiary
which is a direct or indirect parent company of the Borrower unless (i) such Subsidiary is organized under the laws of the United
States or the United Kingdom and such Subsidiary is party to, or becomes party to in accordance with Section 5.11(a) or Section
5.11(c), as applicable, the Parent Companies Guaranty or the Subsidiary Guaranty, as applicable, or (ii) such Subsidiary is organized
under the laws of Luxembourg, Ireland, the Cayman Islands or such other jurisdiction as may be agreed by the Administrative Agent
in its sole discretion and provides a guaranty and Security Documents in respect of the Obligations, in each case, in form and
substance reasonably satisfactory to the Administrative Agent; provided that if such Subsidiary is organized in the Cayman Islands,
it is treated for U.S. tax purposes as disregarded from a corporation organized under the laws of the United States or the United
Kingdom.


 


(e)Notwithstanding
anything in this Agreement or any Security Document to the contrary, the Administrative Agent may, in its sole discretion, grant
extensions of time for the satisfaction of any of the requirements under Section 5.11 and Section 5.12 in respect
of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such Collateral
or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control of
the Parent and the Restricted Subsidiaries by the time or times at which it would otherwise be required to be satisfied under this
Agreement or any Security Document.


 


Section 5.13Designation
of Subsidiaries.


 


(a)The
Parent may designate (or re-designate) any Restricted Subsidiary (other than the Borrower or any Subsidiary of the Parent that
directly or indirectly owns Equity Interests in the Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a
Restricted Subsidiary; provided that immediately before and after such designation, no Event of Default shall have occurred
and be continuing. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective Date in accordance with
this Section 5.13(a) shall constitute an Investment by the Parent or the relevant Restricted Subsidiary, as applicable,
therein at the date of designation in an amount equal to the fair market value (as determined in good faith by the Borrower) of
the Investments held by the Parent and/or the applicable Restricted Subsidiaries in such Unrestricted Subsidiary immediately prior
to such designation. Upon any such designation (but without duplication of any amount reducing such Investment in such Unrestricted
Subsidiary pursuant to the definition of “Investment”), the Parent and/or the applicable Restricted Subsidiaries shall
receive a credit against the applicable clause in Section 6.04 that was utilized for the Investment in such Unrestricted
Subsidiary for all Returns in respect of such Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary
in accordance with this Section 5.13 shall constitute the incurrence by such Restricted Subsidiary at the time of designation
of any Indebtedness or Liens of such Restricted Subsidiary outstanding at such time (to the extent assumed).


 






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(b)The
Parent may designate (or re-designate) any Restricted Subsidiary that is an Excluded Subsidiary as an Electing Guarantor. The Parent
may designate (or re-designate) any Electing Guarantor as an Excluded Subsidiary; provided that (i) after giving effect
to such release, such Restricted Subsidiary shall not be a guarantor of any Credit Agreement Refinancing Indebtedness, any Additional
Term Notes, any Unrestricted Additional Term Notes or any Term Loan Exchange Notes, (ii) such redesignation shall constitute an
Investment by the Parent or the relevant Restricted Subsidiary, as applicable, therein at the date of designation in an amount
equal to the fair market value (as determined in good faith by the Borrower) of the Investments held by the Parent and/or the applicable
Restricted Subsidiaries in such Electing Guarantor immediately prior to such re-designation and such Investments shall otherwise
be permitted hereunder and (iii) any Indebtedness or Liens of such Restricted Subsidiary (after giving effect to such release)
shall be deemed to be incurred at the time of such release by such Electing Guarantor and such incurrence shall otherwise be permitted
hereunder.


 


Section 5.14Conduct
of Business. From and after the Effective Date, the Parent and its Restricted Subsidiaries will engage only in lines of business
of the type engaged in by the Parent and its Restricted Subsidiaries on the Effective Date and similar, ancillary, supportive,
complementary, synergetic or related businesses or reasonable extensions thereof (and non-core incidental businesses acquired in
connection with any Acquisition or permitted Investment or other immaterial businesses).


 


Section 5.15Maintenance
of Ratings. The Parent will use commercially reasonable efforts to maintain a public corporate credit rating from S&P and
a public corporate family rating from Moody’s and a public rating of the Loans by each of S&P and Moody’s (but
in each case not any specific rating).


 


Section 5.16Post-Closing
Covenants. The Borrower agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably
satisfactory to the Administrative Agent, the items described on Schedule 5.164
hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by the Administrative
Agent in its reasonable discretion.


 


Article
VI

Negative Covenants


 


From and after the Effective
Date and until the Termination Date, each of the Parent, Holdco and the Borrower covenants and agrees with the Lenders that:


 


Section 6.01Indebtedness;
Certain Equity Securities.


 


(a)The
Parent will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:


 


(i)Indebtedness
created under (A) the Loan Documents or (B) the Seattle Loan Documents and any Permitted Refinancing thereof;





 






		4	To include requirement to (x) deliver Seattle Guarantors and security within 2 business days in
order for the Miami and Seattle Facilities to benefit from identical pari passu guarantors and security and (y) execute the Pari
Passu Intercreditor Agreement.



 



 






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(ii)Indebtedness
of the Parent or any other Restricted Subsidiary to the Parent or any other Restricted Subsidiary, provided that (A) Indebtedness
of any Restricted Subsidiary that is not a Loan Party to any Loan Party shall, in each case, be incurred (x) in the ordinary course
of business (which includes pursuant to any Intercompany License Agreement), (y) arising pursuant to a Permitted Tax Restructuring
or (z) be otherwise permitted by Section 6.04 (other than due to Section 6.04(aa)) and (B) Indebtedness of any Loan
Party to a Restricted Subsidiary that is not a Loan Party shall be subordinated to the Obligations on terms which prohibit the
repayment thereof after the acceleration of the Loans or bankruptcy of such Loan Party;


 


(iii)Guarantees
by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any other Restricted Subsidiary, provided that
(A) the Indebtedness so Guaranteed is otherwise permitted by this Section, (B) Guarantees by any Loan Party of Indebtedness of
any Restricted Subsidiary that is not a Loan Party shall, in each case, be (x) made in the ordinary course of business or (y) permitted
by Section 6.04 (other than due to Section 6.04(aa)) and (C) if Indebtedness being guaranteed is subordinated in
right of payment to the Obligations under the Loan Documents, such Guarantees permitted under this clause (iii) shall be
subordinated to the applicable Loan Party’s Obligations to the same extent and on the same terms as the Indebtedness so Guaranteed
is subordinated to the Obligations;


 


(iv)(A)
Indebtedness incurred to finance the acquisition, development, construction, restoration, replacement, rebuilding, maintenance,
upgrade or improvement of any fixed or capital assets, including Capital Lease Obligations, Synthetic Lease Obligations and any
Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the
acquisition thereof, provided that such Indebtedness is incurred prior to or within 270 days after such acquisition or the
completion of such development, construction, restoration, replacement, rebuilding, maintenance, upgrade or improvement, and (B)
extensions, renewals and replacements of any such Indebtedness so long as the principal amount of such extensions, renewals and
replacements does not exceed the principal amount of the Indebtedness being extended, renewed or replaced (plus any accrued
but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such extended, renewed
or replaced Indebtedness) and premium payable by the terms of such Indebtedness thereon and fees and expenses associated therewith),
provided that the aggregate principal amount of Indebtedness permitted by this clause (iv) at any time shall not
exceed the greater of $150,000,000 and 10% of Consolidated EBITDA computed on a Pro Forma Basis as of the Applicable Date of Determination;


 


(v)(a)
Indebtedness of (1) any Person acquired or assumed in connection with an Acquisition or permitted Investment or any assets acquired
in connection therewith and (2) any Unrestricted Subsidiary that is redesignated as a Restricted Subsidiary (it being acknowledged
that (x) a Person that becomes a direct or indirect Restricted Subsidiary of the Parent as a result of an Acquisition or permitted
Investment may remain liable with respect to Indebtedness existing on the date of such acquisition and (y) an Unrestricted
Subsidiary that is redesignated as a Restricted Subsidiary may remain liable with respect to Indebtedness existing on the date
of such redesignation); provided that (A) such Indebtedness is not created in anticipation of such acquisition or redesignation
and (B) the aggregate principal amount of such Indebtedness incurred under this clause (v) does not exceed at any time (I)
the greater of (x) $225,000,000 and (y) 15% of Consolidated EBITDA computed on a Pro Forma Basis as of the Applicable Date
of Determination plus (II) unlimited additional Indebtedness if, for purposes of this clause (II), immediately after giving
effect to such Acquisition, permitted Investment or redesignation, as the case may be, and the assumption of such Indebtedness,
(X) to the extent such Indebtedness is secured on a pari passu basis with the Obligations, the First Lien Leverage Ratio computed
on a Pro Forma Basis as of the Applicable Date of Determination is either (1) not greater than 3.50:1.00 or (2) not greater than
such First Lien Leverage Ratio immediately prior to the consummation of such Acquisition, Investment or redesignation and the assumption
of such Indebtedness, or (Y) to the extent such Indebtedness is unsecured or secured on a junior basis with the Obligations, the
Total Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination is either (1) not greater than 3.50:1.00
or (2) not greater than such Total Leverage Ratio immediately prior to the consummation of such Acquisition, Investment or redesignation
and the assumption of such Indebtedness (it being understood and agreed that unless notified by Borrower, (A) the Borrower shall
be deemed to have used capacity under this clause (II) (to the extent compliant therewith) prior to utilization of amounts of the
type described in clause (I) above, (B) Indebtedness may be incurred in respect of both this clause (II) and clause (I) above,
and the proceeds from any such incurrence in respect of both clauses may be utilized in a single transaction by first calculating
the incurrence in respect of this clause (II) and then calculating the incurrence in respect of clause (I) above and (C) the Borrower
may re-designate any such Indebtedness originally incurred in respect of clause (I) as incurred in respect of clause (II) if, at
the time of such re-designation, the Borrower would be permitted to incur such Indebtedness under clause (II) the aggregate principal
amount of Indebtedness being so re-designated (for purposes of clarity, with any such re-designation having the effect of increasing
the Borrower’s ability to incur Indebtedness in respect of clause (I) as of the date of such re-designation by the amount
of such Indebtedness so re-designated); and (b) in the case of clause (II) to the proviso in clause (a) above, any Permitted Refinancing
thereof;


 






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(vi)other
Indebtedness in an aggregate principal amount outstanding at any time not exceeding the greater of (x) $300,000,000 and (y) 20%
of Consolidated EBITDA computed on a Pro Forma Basis as of the Applicable Date of Determination;


 


(vii)Indebtedness
owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’
compensation, health, disability or other employee benefits or property, casualty, liability insurance, self-insurance, pursuant
to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business or consistent
with past practice;


 


(viii)Indebtedness
in respect of or guarantee of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees,
workers’ compensation claims, letters of credit, bank guarantees and banker’s acceptances, warehouse receipts or similar
instruments and similar obligations (other than in respect of other Indebtedness for borrowed money) including, without limitation,
those incurred to secure health, safety and environmental obligations, in each case provided in the ordinary course of business
or consistent with past practice;


 


(ix)Indebtedness
in respect of Swap Agreements not entered into for speculative purposes;


 


(x)[Reserved];


 


(xi)Indebtedness
of any Restricted Subsidiary that is not a Loan Party; provided that the aggregate amount of Indebtedness outstanding at
any time pursuant to this clause (xi) shall not exceed the greater of $150,000,000 and 10% of Consolidated EBITDA computed
on a Pro Forma Basis as of the Applicable Date of Determination;


 


(xii)Indebtedness
with respect to financial accommodations of the nature described in the definition of “Cash
Management Obligations,” and other Indebtedness in respect of treasury, depositary, cash management and netting services,
automatic clearinghouse arrangements, overdraft protections and similar arrangements or otherwise in connection with securities
accounts and deposit accounts, in each case, in the ordinary course of business;


 


(xiii)Indebtedness
consisting of (a) the financing of insurance premiums or (b) take or pay obligations contained in supply arrangements, in
each case, in the ordinary course of business or consistent with past practice;


 


(xiv)Indebtedness
arising from agreements providing for indemnification, adjustment of purchase price adjustments (including earn-outs) or similar
obligations, in each case incurred or assumed in connection with the Transactions or any other acquisition or disposition of any
business or assets permitted under this Agreement;


 


(xv)Indebtedness
to the seller of any business or assets permitted to be acquired by the Parent or any Restricted Subsidiary under this Agreement;
provided that the aggregate amount of Indebtedness permitted under this clause (xv) shall not exceed the greater
of $75,000,000 and 5% of Consolidated EBITDA outstanding at any time;


 


(xvi)[Reserved];


 


(xvii)[Reserved];


 






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(xviii)(A)
Credit Agreement Refinancing Indebtedness issued, incurred or otherwise obtained in exchange for or to refinance Term Loans and/or
Revolving Loan and Commitments so long as the requirements of Section 2.11(e) are complied with, (B) Seattle Credit Agreement
Refinancing Indebtedness issued, incurred or otherwise obtained in exchange for or to the refinance the Seattle Term Loans and
(C) any Permitted Refinancing of any thereof pursuant to clause (A) or (B);


 


(xix)Indebtedness
described on Schedule 6.01(a) annexed hereto, including any unused commitment and any Permitted Refinancing thereof;


 


(xx)endorsement
of instruments or other payment items for deposit in the ordinary course of business;


 


(xxi)[Reserved];


 


(xxii)[Reserved];


 


(xxiii)[Reserved];


 


(xxiv)to
the extent constituting Indebtedness, Guarantees in the ordinary course of business of the obligations of suppliers, customers,
franchisees and licensees of the Parent and its Subsidiaries;


 


(xxv)performance
Guarantees of the Parent and its Restricted Subsidiaries primarily guaranteeing performance of contractual obligations of the Parent
or Restricted Subsidiaries to a third party and not primarily for the purpose of guaranteeing payment of Indebtedness;


 


(xxvi)Indebtedness
(other than Indebtedness for borrowed money) supported by any Letter of Credit, in each case, in an amount not to exceed the face
amount of such Letter of Credit;


 


(xxvii)obligations
in respect of letters of support, guarantees or similar obligations issued, made or incurred for the benefit of any Subsidiary
of the Parent to the extent required by law or in connection with any statutory filing or the delivery of audit opinions performed
in jurisdictions other than within the United States;


 


(xxviii)Indebtedness
incurred in connection with Permitted Sale Leaseback transactions in an aggregate principal amount not to exceed the greater of
$150,000,000 and 10% of Consolidated EBITDA at any time;


 


(xxix) Indebtedness
of (a) any Securitization Subsidiary arising under any Securitization Facility or (b) the Parent or any Restricted Subsidiary arising
under any Receivables Facility, in an aggregate principal amount under this clause (xxix) not to exceed the greater of $75,000,000
and 5% of Consolidated EBITDA at any time;


 


(xxx)(a)
Additional Term Notes, Unrestricted Additional Term Notes, Refinancing Notes and Term Loan Exchange Notes, (b) Seattle Additional
Term Notes, Seattle Unrestricted Additional Term Notes, Seattle Refinancing Notes and Seattle Term Loan Exchange Notes and (c)
Permitted Refinancings of any of the foregoing under clause (a) or (b);


 


(xxxi)[Reserved];


 






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(xxxii)(a)
Additional Debt in an aggregate amount not to exceed (1) $750,000,000 outstanding at any time (minus, to the extent incurred prior
to such incurrence of Additional Debt, any Unrestricted Incremental First Lien Indebtedness of the type described in clause (x)
of such definition), and Seattle Unrestricted Incremental First Lien Indebtedness of the type described in clause (x) of such definition
under the Seattle Credit Agreement and Seattle Unrestricted Additional Debt (“Unrestricted Additional Debt”),
plus (2) the amount of any voluntary prepayments (or repurchases) of the Term Loans and voluntary permanent reductions of
the Revolving Commitments effected after the Effective Date and the amount of any voluntary prepayments (or repurchases) of the
Seattle Term Loans, First Lien Senior Secured Notes or any other Indebtedness secured by the Collateral on a pari passu
basis with the Liens securing the Obligations (minus, to the extent incurred prior to such incurrence of Additional Debt, any Unrestricted
Incremental First Lien Indebtedness of the type described in clause (y) of such definition and any Seattle Unrestricted Incremental
First Lien Indebtedness of the type described in clause (y) of such definition under the Seattle Credit Agreement) (in each case,
other than to the extent financed with the proceeds of long-term Indebtedness (other than revolving Indebtedness)), plus
(3) unlimited Additional Debt if, for purposes of this clause (3) immediately before and after giving effect to each such
incurrence and the application of the proceeds therefrom, (A) to the extent such Indebtedness is secured on a pari passu
basis with the Obligations, the First Lien Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination
is not greater than 3.50:1.00 or (B) to the extent such Indebtedness is unsecured or secured on a junior basis with the Obligations,
the Total Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination is not greater than 3.50:1.00
(it being understood and agreed that unless notified by the Borrower, (I) the Borrower shall be deemed to have used capacity under
this clause (3) (to the extent compliant therewith) prior to utilization of amounts of the type described in clauses (1) and (2)
above, (II) Indebtedness may be incurred in respect of both this clause (3) and clauses (1) and/or (2) above, and the proceeds
from any such incurrence in respect of all clauses may be utilized in a single transaction by first calculating the incurrence
in respect of this clause (3) and then calculating the incurrence in respect of clauses (1) and (2) above and (3) the Borrower
may re-designate any such Indebtedness originally incurred in respect of clause (1) or (2) as incurred in respect of clause (3)
if, at the time of such re-designation, the Borrower would be permitted to incur such Indebtedness under clause (3) the aggregate
principal amount of Indebtedness being so re-designated (for purposes of clarity, with any such re-designation having the effect
of increasing the Borrower’s ability to incur Indebtedness in respect of clause (1) and/or (2) as of the date of such re-designation
by the amount of such Indebtedness so re-designated); provided that if such Additional Debt is incurred in connection with
an acquisition or investment, (x) to the extent such Indebtedness is secured on a pari passu basis with the Obligations, the First
Lien Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination is either (I) not greater than 3.50:1.00
or (II) not greater than such First Lien Leverage Ratio immediately prior to the consummation of such acquisition or investment
and the incurrence of such Indebtedness, or (y) to the extent such Indebtedness is unsecured or secured on a junior basis with
the Obligations, the Total Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination is either (I)
not greater than 3.50:1.00 or (II) not greater than such Total Leverage Ratio immediately prior to the consummation of such acquisition
or investment and the incurrence of such Indebtedness; provided further that the maximum aggregate principal amount
of such Additional Debt that may be incurred pursuant to this clause (xxxii) by a Restricted Subsidiary that is not a Loan
Party shall not exceed at any one time outstanding the greater of (x) $150,000,000 and (y) 10% of Consolidated EBITDA calculated
on a Pro Forma Basis as of the Applicable Date of Determination and (b) in the case of clause (a)(3) above, any Permitted Refinancing
thereof; provided solely in the event that the Yield for any term loan incurred as Additional Debt pursuant to this Section
6.01(a)(xxxii) which is secured on a pari passu basis with the Initial Term Loans (other than such Additional
Debt incurred in reliance on clause (2) of this Section 6.01(a)(xxxii)(a) (except if the capacity under clause (2) of this
Section 6.01(a)(xxxii)(a) results from prepayments made with the proceeds of Indebtedness which is secured on a pari
passu basis with the Initial Term Loans (other than Revolving Loans)) is higher than the Yield for the Initial Term Loans
by more than 50 basis points, then the Initial Term Loans shall be subject to the adjustment (if applicable) set forth in clause
(G) to the proviso in Section 2.20(b)(ii) as if such Additional Debt were an Incremental Term Loan incurred hereunder;
and


 






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(xxxiii)Indebtedness
in an amount equal to 100% of the aggregate Net Proceeds received by the Parent after the Closing Date from the issue or sale of
Qualified Equity Interests plus cash contributed to the Parent that has not increased the Available Amount or the Cure Amount;
and


 


For purposes of determining
compliance with this Section 6.01, in the event that an item of Indebtedness (or any portion thereof) at any time meets
the criteria of more than one of the categories described above in this paragraph (a) or is entitled to be incurred pursuant
to clauses (iv), (v), (vi), (xi), (xv), (xviii), (xix), (xxviii), (xxix),
(xxxi), (xxxii), or (xxxiii) of this paragraph (a), the Borrower, in its sole discretion, may classify
or reclassify (or later divide, classify or reclassify) such item of Indebtedness (or any portion thereof) and shall only be required
to include the amount and type of such Indebtedness in one of the above clauses. Accrual of interest or dividends, the accretion
of accreted value, the accretion or amortization of original issue discount and the payment of interest, premium, fees or expenses,
in the form of additional Indebtedness, Disqualified Equity Interests or preferred stock shall not be deemed to be an incurrence
of Indebtedness for purposes of this Section 6.01.


 


For purposes of determining
compliance with any restriction on the incurrence of Indebtedness, the principal amount of Indebtedness denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred,
in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is
incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such
extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if
calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing,
renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing
Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed
or defeased, plus the amount of any premium paid, and fees and expenses incurred, in connection with such extension, replacement,
refunding refinancing, renewal or defeasance (including any fees and original issue discount incurred in respect of such resulting
Indebtedness).


 






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(b)The
Parent will not, and will not permit any Restricted Subsidiary to, issue any Disqualified Equity Interests, except to the extent
that any such Disqualified Equity Interest qualifies as Indebtedness that is permitted to be incurred under Section 6.01.


 


Section 6.02Liens.
The Parent will not, and will not permit any Restricted Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, except:


 


(a)Liens
pursuant to any Loan Document or the Seattle Loan Documents;


 


(b)Permitted
Encumbrances;


 


(c)any
Lien on any property or asset of the Parent or any Restricted Subsidiary existing on the Effective Date; provided that any
Lien securing obligations in excess of (x) $4,500,000 individually or (y) $45,000,000 in the aggregate (when taken together
with all other Liens securing obligations outstanding in reliance on this clause (c) that are not listed on Schedule
6.02) shall only be permitted to the extent such Lien is permitted by another clause in this Section 6.02; provided
that (i) such Lien shall not apply to any other property or asset of the Parent or any Restricted Subsidiary (other than any replacements
of such property or assets and additions and accessions thereto, after-acquired property subject to a Lien securing Indebtedness
and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require,
pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not
be permitted to apply to any property to which such requirement would not have applied but for such acquisition, or asset of the
Parent or any Restricted Subsidiary and the proceeds and the products thereof and customary security deposits in respect thereof
and in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender) and (ii) such
Lien shall secure only those obligations and unused commitment that it secures on the date hereof and extensions, renewals and
replacements thereof so long as the principal amount of such extensions, renewals and replacements does not exceed the principal
amount of the obligations being extended, renewed or replaced (plus any accrued but unpaid interest (including any portion
thereof which is payable in kind in accordance with the terms of such extended, renewed or replaced Indebtedness) and premium payable
by the terms of such obligations thereon and reasonable fees and expenses associated therewith);


 


(d)any
Lien existing on any property or asset prior to the acquisition thereof by the Parent or any Restricted Subsidiary or existing
on any property or asset of any Person that became or becomes a Restricted Subsidiary (including as a result of any Unrestricted
Subsidiary being redesignated as a Restricted Subsidiary) after the Closing Date prior to the time such Person became or becomes
a Restricted Subsidiary; provided that (i) such Lien is not created in contemplation of such acquisition or such Person
becoming a Restricted Subsidiary, as the case may be, and (ii) such Lien shall not apply to any other property or asset of the
Parent or any Restricted Subsidiary (other than any replacements of such property or assets and additions and accessions thereto,
after-acquired property subject to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness
and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property,
and the proceeds and the products thereof and customary security deposits in respect thereof and in the case of multiple financings
of equipment provided by any lender, other equipment financed by such lender) and (iii) such Lien shall secure only those obligations
and unused commitments (and to the extent such obligations and commitments constitute Indebtedness, such Indebtedness is permitted
hereunder) that it secures on the date of such acquisition or the date such Person becomes a Restricted Subsidiary, as the case
may be, and extensions, renewals and replacements thereof so long as the principal amount of such extensions, renewals and replacements
does not exceed the principal amount of the obligations being extended, renewed or replaced (plus any accrued but unpaid interest
(including any portion thereof which is payable in kind in accordance with the terms of such extended, renewed or replaced Indebtedness)
and premium payable by the terms of such obligations thereon and fees and expenses associated therewith);


 






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(e)Liens
on fixed or capital assets acquired, developed, constructed, restored, replaced, rebuilt, maintained, upgraded or improved (including
any such assets made the subject of a Capital Lease Obligation or Synthetic Lease Obligation incurred) by the Parent or any Restricted
Subsidiary; provided that (i) such Liens secure Indebtedness incurred to finance such acquisition, development, construction,
restoration, replacement, rebuilding, maintenance, upgrade or improvement and that is permitted by Section 6.01(a)(iv),
or to extend, renew or replace such Indebtedness and that is permitted by Section 6.01(a)(v), (ii) such Liens and the Indebtedness
secured thereby are incurred prior to or within 270 days after such acquisition or the completion of such development, construction,
restoration, replacement, rebuilding, maintenance, upgrade or improvement (provided that this clause (ii) shall not
apply to any Indebtedness permitted by Section 6.01(a)(v) or any Lien securing such Indebtedness) and (iii) such Liens
shall not apply to any other property or assets of the Parent or any Restricted Subsidiary (other than any replacements of such
property or assets and additions and accessions thereto and the proceeds and the products thereof and customary security deposits
in respect thereof and in the case of multiple financings of equipment provided by any lender, other equipment financed by such
lender);


 


(f)Liens
(i) of a collecting bank arising in the ordinary course of business under Section 4-208 of the UCC in effect in the relevant jurisdiction
covering only the items being collected upon, (ii) in favor of a banking or other financial institution arising as a matter of
law or contract encumbering deposits or other funds maintained with a financial institution (including netting arrangements or
the right of set off) and which are within the general parameters customary in the banking industry or (iii) encumbering reasonable
customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts
incurred in the ordinary course of business and not for speculative purposes;


 


(g)Liens
representing (i) any interest or title of a licensor, lessor or sublicensor or sublessor under any lease or license permitted by
this Agreement, (ii) any Lien or restriction that the interest or title of such lessor, licensor, sublessor or sublicensor may
be subject to, or (iii) the interest of a licensee, lessee, sublicensee or sublessee arising by virtue of being granted a license
or lease permitted by this Agreement;


 






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(h)Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods;


 


(i)the
filing of UCC or PPSA (or equivalent) financing statements solely as a precautionary measure or required notice in connection with
operating leases or consignment of goods;


 


(j)Liens
not otherwise permitted by this Section to the extent that the aggregate outstanding amount (or in the case of Indebtedness, the
principal amount) of the obligations secured thereby at any time does not exceed the greater of (i) $300,000,000 and (ii) 20% of
Consolidated EBITDA computed on a Pro Forma Basis as of the Applicable Date of Determination;


 


(k)Liens
granted by a Restricted Subsidiary that is not a Loan Party in favor of any Loan Party in respect of Indebtedness or other obligations
owed by such Restricted Subsidiary to such Loan Party;


 


(l)Liens
(i) attaching solely to cash advances and cash earnest money deposits in connection with Investments permitted under Section
6.04 or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted hereunder;


 


(m)any
Lien resulting from the rules and regulations of any clearing system or stock exchange over shares and/or other securities held
in that clearing system or stock exchange;


 


(n)Liens
consisting of customary rights of set-off or banker’s Liens on amounts on deposit, to the extent arising by operation of
law and incurred in the ordinary course of business;


 


(o)Liens
securing reimbursement obligations permitted by Section 6.01 in respect of documentary letters of credit or bankers’
acceptances; provided that such Liens attach only to the documents, goods covered thereby and proceeds thereto;


 


(p)Liens
on insurance policies and the proceeds thereof granted to secure the financing of insurance premiums with respect thereto;


 


(q)Liens
encumbering deposits made to secure obligations arising from contractual or warranty requirements;


 


(r)Liens
on Collateral securing obligations of any of the Loan Parties in respect of Indebtedness and related obligations permitted by Section
6.01(a)(xviii) and/or Section 6.01(a)(xxx);


 


(s)Liens
granted pursuant to a security agreement between the Parent or any Restricted Subsidiary and a licensee of intellectual property
to secure the damages, if any, of such licensee resulting from the rejection of the licensee of such licensee in a bankruptcy,
reorganization or similar proceeding with respect to the Parent or such Restricted Subsidiary;


 






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(t)Liens
securing obligations referred to in Section 6.01(a)(xii) or on assets subject of any Permitted Sale Leaseback under Section
6.01(a)(xxviii);


 


(u)Liens
on (i) the Securitization Assets arising in connection with a Qualified Securitization Financing or (ii) the Receivables
Assets arising in connection with a Receivables Facility;


 


(v)licenses
or sublicenses (with respect to intellectual property and other property), leases or subleases granted to third parties not interfering
in any material respect with the ordinary conduct of the business of the Parent and its Restricted Subsidiaries, taken as a whole;


 


(w)Liens
in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods;


 


(x)Liens
of bailees in the ordinary course of business;


 


(y)Liens
securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement
or similar agreements entered into in the ordinary course of business of the Parent and its Subsidiaries;


 


(z)utility
and similar deposits in the ordinary course of business;


 


(aa)purchase
options, call and similar rights of, and restrictions for the benefit of, a third party with respect to Equity Interests held by
the Parent or any Restricted Subsidiary in Joint Ventures;


 


(bb)Liens
disclosed as exceptions to coverage in the final title policies and endorsements issued to the Collateral Agent with respect to
any Mortgaged Properties;


 


(cc)Liens
that are contractual rights of set-off (i) relating to the establishment of depository relations with banks or other financial
institutions not given in connection with the incurrence of Indebtedness for borrowed money, (ii) relating to pooled deposit or
sweep accounts of the Parent or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in
the ordinary course of business of the Parent or its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements
entered into by the Parent or any Restricted Subsidiary in the ordinary course of business;


 


(dd)the
modification, replacement, renewal or extension of any Lien permitted by Section 6.02(c), (d) and (e); provided
that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated
into the property covered by such Lien or financed by Indebtedness permitted under Section 6.01, and (B) proceeds and products
thereof; and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is not prohibited
by Section 6.01;


 


(ee)Liens
arising in connection with Intercompany License Agreements;


 






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(ff)Liens
securing any Swap Agreement so long as the fair market value of the Collateral securing such Swap Agreement does not exceed $75,000,000
at any time;


 


(gg)Liens
on securities which are the subject of repurchase agreements incurred in the ordinary course of business;


 


(hh)Liens
arising in connection with rights of dissenting stockholders pursuant to applicable law in respect of the Seattle Acquisition or
Permitted Acquisition;


 


(ii)Liens
on assets of any Restricted Subsidiary that is not a Loan Party (x) securing working capital lines in foreign jurisdictions and/or
(y) securing other obligations or Indebtedness permitted by Section 6.01 (other than to secure Indebtedness of any Loan
Party for borrowed money);


 


(jj)Liens
securing Indebtedness incurred pursuant to Section 6.01(a)(xxxii); provided if (x) the Liens are secured by Collateral
on a pari passu basis with the Obligations, the Senior Representative for such Indebtedness shall enter into the
Pari Passu Intercreditor Agreement or other customary intercreditor agreement and (y) if the Liens are secured on a junior basis
to the Obligations, the Senior Representative for such Indebtedness shall enter into a Second Lien Intercreditor Agreement or other
customary intercreditor agreement, in each case with the Administrative Agent and/or Collateral Agent substantially consistent
with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes and (B) changes
implementing additional extensions of credit permitted under this Agreement, in each case in form and substance reasonably satisfactory
to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required to be pari passu with
other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu with, or junior in priority
to, other Liens that are junior to the Liens securing the Obligations); and


 


(kk)Liens
on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters or arrangers
thereof) or on cash set aside at the time of the incurrence of any Indebtedness or government securities purchased with such cash,
in either case to the extent such cash or government securities prefund the payment of interest and fees on such Indebtedness and
are held in an escrow account or similar arrangement to be applied for such purpose.


 






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Section 6.03Fundamental
Changes.


 


(a)The
Parent will not, and will not permit any Restricted Subsidiary to, merge into or consolidate or amalgamate with any other Person,
or permit any other Person to merge into or consolidate or amalgamate with it, except that: (i) any Subsidiary (other than Holdco
and the Borrower) may merge into or consolidate or amalgamate with the Parent or the Borrower as long as the Parent or the Borrower,
as the case may be, is the surviving entity or such surviving Person shall assume the obligations of the Parent or the Borrower
hereunder (and if such Subsidiary is an Unrestricted Subsidiary, any Indebtedness of or Lien granted on the assets of such Subsidiary
is permitted by Section 6.01 or 6.02), (ii) any Subsidiary (other than Holdco and the Borrower) may merge into or
consolidate or amalgamate with any Loan Party (as long as (A) such Loan Party is the surviving entity, (B) such surviving entity
becomes a Loan Party substantially concurrently with the consummation of such transaction and complies with Section 5.11
and Section 5.12, (C) if such Subsidiary is an Unrestricted Subsidiary, and Indebtedness of or Lien granted on the assets
of such Subsidiary is permitted by Section 6.01 or 6.02 and (D) the disposition of such Loan Party would otherwise be permitted
under Section 6.05 (other than Section 6.05(l)) or such Loan Party would otherwise be permitted to be to redesignated
as an Excluded Subsidiary immediately prior to such transaction (and shall be deemed to be so disposed or redesignated), (iii)
any Restricted Subsidiary that is not a Loan Party may merge into or consolidate or amalgamate with (A) any other Restricted Subsidiary
that is not a Loan Party or (B) any Loan Party, (iv) the Parent or any Restricted Subsidiary may consummate any Investment permitted
by Section 6.04 (other than Section 6.04(aa)) (whether through a merger, consolidation, amalgamation or otherwise),
provided that (A) the surviving entity shall be subject to the requirements of Section 5.11 and Section 5.12
(to the extent applicable) and (B) if the Parent, Holdco or the Borrower is a party to such transaction, the Parent, Holdco or
the Borrower, as the case may be, shall be the surviving entity or such surviving Person shall assume the obligations of the Parent,
Holdco or the Borrower, as the case may be, hereunder, (v) any Restricted Subsidiary (other than Holdco or the Borrower) may consummate
any sale, transfer or other disposition permitted pursuant to Section 6.05 (other than Section 6.05(l)) (whether
through a merger, consolidation, amalgamation or otherwise), provided that the surviving entity shall be subject to the
requirements of Section 5.11 and Section 5.12 (to the extent applicable), (vi) the Parent and the Restricted Subsidiaries
may effect the Permitted Tax Restructuring; provided that the Borrower shall remain an entity organized or existing under
the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (vii) any Person may merge
into, consolidate or amalgamate with the Company, the Borrower or any of their Subsidiaries in connection with the Transactions
and (viii) in each of the preceding clauses (i), (ii) or (iv) of this Section 6.03(a), in the case of any merger, consolidation
or amalgamation involving the Parent, Holdco or the Borrower, if the Person surviving such merger, consolidation or amalgamation
is not the Parent, Holdco or the Borrower (any such Person, the “Successor Company”), no Default and Event of
Default shall have occurred and be continuing and (A) in the case of a merger, consolidation or amalgamation involving the Borrower,
the Successor Company shall be an entity organized or existing under the laws of the United States, any state thereof, the District
of Columbia or any territory thereof, (B) in the case of a merger, consolidation or amalgamation involving the Parent or Holdco,
the Successor Company shall be an entity organized or existing under the laws of the United States or the United Kingdom (unless
otherwise agreed to by the Administrative Agent) and the security interests of the Collateral Agent in the Collateral shall not
be materially impaired, (C) the Successor Company shall expressly assume all the obligations of the Parent, Holdco or the Borrower,
as applicable, under this Agreement and the other Loan Documents to which the Parent, Holdco or the Borrower is a party, (D) each
Guarantor of the Obligations of the Borrower, unless it is the other party to such merger, consolidation or amalgamation, shall
have confirmed that its Guaranty shall apply to the Successor Company’s obligations under the Loan Documents, (E) each Guarantor
of the Obligations of the Borrower, unless it is the other party to such merger, consolidation or amalgamation, shall have by a
supplement to applicable Security Documents confirmed that its obligations thereunder shall apply to the Successor Company’s
obligations under the Loan Documents, (F) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or
consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its Guaranty as reaffirmed
pursuant to clause (C) and (F) the Successor Company shall have delivered to the Administrative Agent an officer’s
certificate stating that such merger or consolidation and such supplements preserve the enforceability of the Guarantee and the
perfection and priority of the Liens under the applicable Security Documents; provided, that if the foregoing are satisfied,
the Successor Company will succeed to, and be substituted for, the Parent, Holdco or the Borrower, as the case may be, under this
Agreement.


 






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(b)The
Parent will not, nor will the Parent permit any Restricted Subsidiary to, liquidate or dissolve, except that: (i) any Subsidiary
(other than the Borrower) may transfer all or any portion of its assets (upon liquidation, dissolution, winding-up or any similar
transaction) to any other Loan Party, (ii) any Restricted Subsidiary that is not a Loan Party may transfer all or any portion of
its assets (upon liquidation, dissolution, winding-up or any similar transaction) to the Parent or any Restricted Subsidiary, (iii)
any Loan Party (other than the Parent or the Borrower) may transfer all or any portion of its assets (upon liquidation, dissolution,
winding-up or any similar transaction) to any Loan Party, (iv) the Parent or any Restricted Subsidiary may change its legal form,
(v) the Parent and the Restricted Subsidiaries may effect the Permitted Tax Restructuring and (vi) any Restricted Subsidiary (other
than the Borrower) may transfer all or any portion of its assets (upon liquidation, dissolution, winding-up or any similar transaction)
to any Person in order to effect an Investment permitted pursuant to Section 6.04 (other than Section 6.04(aa)) or
a sale, transfer or other disposition permitted pursuant to Section 6.05 (other than Section 6.05(l)).


 


Section 6.04Investments.
The Parent will not, and will not permit any Restricted Subsidiary to, make any Investments, except:


 


(a)Investments
in cash and Cash Equivalents and assets that were Cash Equivalents when such Investment was made;


 


(b)(i)
the Transactions or Investments otherwise made in accordance with or as contemplated by the Merger Agreement and (ii) Permitted
Acquisitions; provided that Acquisitions of Persons acquired by Loan Parties pursuant to this clause (b)(ii) that do not
or have not become Guarantors in accordance with Section 5.11 or Section 5.12 (it being understood that an Acquisition
of a Person and its subsidiaries shall be deemed an acquisition of Persons that become Guarantors for this purpose if the Persons
so acquired that do become Guarantors constitute more than 50% of the Consolidated EBITDA of such Person and its subsidiaries)
after the consummation of such Acquisition that are made in reliance on this clause (b)(ii) shall not exceed the greater
of $225,000,000 and 15% of Consolidated EBITDA computed on a Pro Forma Basis as of the Applicable Date of Determination; ‎


 


(c)(i)
Investments existing on the Effective Date, (ii) Investments contemplated on the Effective Date and set forth on Schedule 6.04(c),
and (ii) Investments consisting of any modification, replacement, renewal, reinvestment or extension of any such Investment; provided
that the amount of any Investment permitted pursuant to this Section 6.04(c) is not increased from the amount of such Investment
on the Effective Date except pursuant to the terms of such Investment (including in respect of any unused commitment), plus
any accrued but unpaid interest (including any portion thereof which is payable in kind in accordance with the terms of such modified,
extended, renewed or replaced Investment) and premium payable by the terms of such Indebtedness thereon and fees and expenses associated
therewith as of the Effective Date or as otherwise permitted by this Section 6.04;


 






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(d)(i)
Investments between and among any of the Loan Parties; and (ii) Investments by any Loan Party to any Restricted Subsidiary that
is not a Loan Party provided that such Investments made after the Effective Date pursuant to this clause (d)(ii)
shall (x) constitute loans and advances made in the ordinary course of business or (y) constitute other Investments that do not
at any one time exceed the greater of (A) $225,000,000 and (B) 15% of Consolidated EBITDA, as of the Applicable Date of Determination
after giving effect on a Pro Forma Basis to the proposed Investment (it being understood that for purposes of calculating amounts
outstanding pursuant to this clause (d)(ii), such amount shall be calculated on a net basis (without duplication of the
reduction of the amount of any such Investment in respect of Returns on such Investment pursuant to the definition of “Investment”)
giving effect to all Investments (I) in the Loan Parties by and Returns to the Loan Parties from Restricted Subsidiaries that are
not Loan Parties and (II) in the Loan Parties by Joint Ventures and Unrestricted Subsidiaries); provided, further,
that to the extent that any such Investments under this clause (d) constitute loans or advances made to any Loan Party,
such loans or advances shall be subordinated in right of payment to the Obligations upon the occurrence of an Event of Default
pursuant to Section 7.01(h) or (i) or upon the acceleration of the Obligations pursuant to Section 7.01 after
the occurrence of any other Event of Default;


 


(e)Investments
made by the Parent or any Restricted Subsidiary in any Joint Venture or any Unrestricted Subsidiary in an aggregate amount not
to exceed at any one time outstanding the greater of (A) $150,000,000 and (B) 10% of Consolidated EBITDA as of the Applicable Date
of Determination after giving effect on a Pro Forma Basis to each proposed Investment (it being understood that for purposes of
calculating amounts outstanding pursuant to this clause (e), such amount shall be calculated on a net basis (without duplication
of the reduction of the amount of any such Investment in respect of Returns on such Investment pursuant to the definition of “Investment”)
giving effect to all Investments (I) in the Loan Parties by and Returns to the Loan Parties from Restricted Subsidiaries that are
not Loan Parties and in the Loan Parties by Joint Ventures and Unrestricted Subsidiaries);


 


(f)Investments
made by any Restricted Subsidiary that is not a Loan Party in the Parent or any Restricted Subsidiary; provided that to
the extent that any such Investments constitute loans or advances made to any Loan Party, such loans or advances shall be subordinated
in right of payment to the Obligations upon the occurrence of an Event of Default pursuant to Section 7.01(h) or (i)
or upon the acceleration of the Obligations pursuant to Section 7.01 after the occurrence of any other Event of Default;


 


(g)[Reserved];


 


(h)Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers
and suppliers, or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured
Investment;


 






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(i)Investments
in respect of Swap Agreements not entered into for speculative purposes, Cash Management Agreements and Cash Management Services;


 


(j)Investments
of any Person existing at the time such Person becomes a Restricted Subsidiary or consolidates, amalgamates or merges with the
Parent or any Restricted Subsidiary (including in connection with an Acquisition or other Investment permitted hereunder); provided
that such Investment was not made in contemplation of such Person becoming a Restricted Subsidiary or such consolidation or merger;


 


(k)Investments
resulting from pledges or deposits described in clause (c) or (d) of the definition of the term “Permitted
Encumbrance”;


 


(l)Investments
received in connection with the disposition of any asset in accordance with and to the extent permitted by Section 6.05
(other than Section 6.05(d));


 


(m)receivables
or other trade payables owing to the Parent or any Restricted Subsidiary if created or acquired in the ordinary course of business
and payable or dischargeable in accordance with customary trade terms, provided that such trade terms may include such concessionary
trade terms as the Parent or such Restricted Subsidiary deems reasonable under the circumstances;


 


(n)Investments
resulting from Liens permitted under Section 6.02;


 


(o)Investments
in deposit accounts and securities accounts opened in the ordinary course of business;


 


(p)Investments
in connection with Intercompany License Agreements;


 


(q)other
Investments (including those of the type otherwise described herein) made after the Effective Date in an aggregate amount at any
time outstanding not to exceed the greater of (x) $225,000,000 and (y) 15% of Consolidated EBITDA as of the Applicable Date of
Determination after giving effect on a Pro Forma Basis to each such proposed Investment pursuant to this clause (q);


 


(r)Investments
consisting of cash earnest money deposits in connection with a Permitted Acquisition or other Investment permitted hereunder;


 


(s)Investments
solely to the extent such Investments reflect an increase in the value of Investments otherwise permitted under this Section
6.04;


 


(t)the
acquisition of additional Equity Interests of Restricted Subsidiaries from minority shareholders (it being understood that to the
extent that any Restricted Subsidiary that is not a Loan Party is acquiring Equity Interests from minority shareholders then this
clause (t) shall not in and of itself create, or increase the capacity under, any basket for Investments by Loan Parties
in any Restricted Subsidiary that is not a Loan Party);


 


(u)Investments
consisting of endorsements for collection or deposit in the ordinary course of business;


 






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(v)(a)
Investments in any Receivables Facility or any Securitization Subsidiary in order to effectuate a Qualified Securitization Financing,
including the ownership of Equity Interests in such Securitization Subsidiary and (b) distributions or payments of Securitization
Fees and purchases of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligation in connection
with a Qualified Securitization Financing or a Receivables Facility;


 


(w)Investments
in Equity Interests in any Subsidiary resulting from any sale, transfer or other disposition by the Parent or any Subsidiary permitted
by Section 6.05, including as a result of any contribution from any parent or distribution to any Subsidiary of such Equity
Interests;


 


(x)contributions
to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of
a bankruptcy of the Borrower;


 


(y)loans
or advances to officers, partners, directors, consultants and employees of the Parent or any Restricted Subsidiary for (A) relocation,
entertainment, travel expenses, drawing accounts and similar expenditures and (B) for other purposes in the aggregate amount not
to exceed $15,000,000 at any time outstanding;


 


(z)other
Investments (including those of the type otherwise referred to herein) in an aggregate amount not to exceed the Available Amount;


 


(aa)Investments
consisting of or resulting from Indebtedness, Liens, Restricted Payments, fundamental changes and dispositions permitted under
Section 6.01 (other than Section 6.01(a)(ii) and (a)(iii)), Section 6.02, Section 6.03 (other
than Section 6.03(a)(vi) and (b)(viii)), Section 6.05 (other than Section 6.05(b)) and Section 6.08
(other than Section 6.08(xi)), respectively;


 


(bb)Loans
repurchased by the Parent or a Restricted Subsidiary pursuant to and in accordance with Section 2.11(i) or Section 9.04,
so long as such Loans are immediately cancelled;


 


(cc)cash
or property distributed from any Restricted Subsidiary that is not a Loan Party (i) may be contributed to other Restricted Subsidiaries
that are not Loan Parties, and (ii) may pass through the Parent and/or any intermediate Restricted Subsidiaries, so long as all
part of a series of related transactions and such transaction steps are not unreasonably delayed and are otherwise permitted hereunder;


 


(dd)Investments
to the extent that payment for such Investments is made solely with Equity Interests (other than any Disqualified Equity Interests)
of the Parent, or proceeds of an equity contribution initially made to the Parent, in each case, that have not increased the Available
Amount or the Cure Amount;


 


(ee)Guarantee
obligations of the Parent or any Restricted Subsidiary in respect of letters of support, guarantees or similar obligations issued,
made or incurred for the benefit of any Restricted Subsidiary to the extent required by law or in connection with any statutory
filing or the delivery of audit opinions performed in jurisdictions other than within the United States;


 






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(ff)(i)
loans and advances to Parent or any Parent Entity in lieu of, and not in excess of the amount of (after giving effect to any other
such loans or advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made in accordance
with Section 6.08 (other than Section 6.08(a)(xi)) or (ii)other Investments in lieu of and not in excess of the amount
of (after giving effect to any other such Investments or payments, redemptions, repurchases, retirements, terminations or cancellations
of Indebtedness pursuant to Section 6.08(b)(ix)), Restricted Payments to the extent permitted to be made in accordance with
Section 6.08(a)(xiv);


 


(gg)Investments
by the Parent or a Restricted Subsidiary in any Restricted Subsidiary pursuant to the Permitted Tax Restructuring;


 


(hh)asset
purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of intellectual property
pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business;


 


(ii)Guarantees
by the Parent or any Restricted Subsidiary of leases (other than Capital Lease Obligations), contracts, or of other obligations
that do not constitute Indebtedness, in each case entered into in the ordinary course of business; and


 


(jj)other
Investments; provided that at the time of making such Investment no Event of Default has occurred and is continuing and the First
Lien Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination is less than 3.50:1.00.


 


For the avoidance of
doubt, if an Investment would be permitted under any provision of this Section 6.04 (other than Section 6.04(b)(ii))
and as a Permitted Acquisition, such Investment need not satisfy the requirements otherwise applicable to Permitted Acquisitions
unless such Investments are consummated in reliance on Section 6.04(b)(ii). In addition, to the extent an Investment is
permitted to be made by Parent or a Restricted Subsidiary directly in any Restricted Subsidiary or any other Person who is not
a Loan Party (each such person, a “Target Person”) under any provision
of this Section 6.04, such Investment may be made by advance, contribution or distribution directly or indirectly to the
Parent and further advanced or contributed by the Parent to a Loan Party or other Restricted Subsidiary for purposes of ultimately
making the relevant Investment in the Target Person without constituting an Investment for purposes of Section 6.04 (it
being understood that such Investment must satisfy the requirements of, and shall count toward any thresholds or baskets in, the
applicable clause under Section 6.04 as if made by the applicable Restricted Subsidiary directly to the Target Person).


 






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Section 6.05Asset
Sales. The Parent will not, and will not permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of
any asset, including any Equity Interests owned by it nor will the Parent permit any Restricted Subsidiary to issue any additional
Equity Interests in such Restricted Subsidiary (other than (i) any Restricted Subsidiary issuing directors’ qualifying
shares and (ii) any other Restricted Subsidiary issuing Equity Interests to the Parent or any other Restricted Subsidiary),
except:


 


(a)sales,
transfers, leases and other dispositions of (i) inventory or services or of immaterial assets in the ordinary course of business,
(ii) obsolete, worn-out, uneconomic, negligible, damaged or surplus property or property that is no longer economically practical
or commercially desirable to maintain or used or useful in its business, whether now or hereafter owned or leased or acquired in
connection with an Acquisition, (iii) cash, Cash Equivalents and other investment securities in the ordinary course of business,
(iv) accounts in the ordinary course of business for purposes of collection, and (v) assets to the extent that the aggregate
value of such assets sold in any single transaction or related series of transactions is equal to $30,000,000 or less and the aggregate
value of such assets sold during any fiscal year of the Parent is equal to $60,000,000 or less;


 


(b)sales,
transfers, leases and other dispositions to the Parent or any Restricted Subsidiary (including by contribution, disposition, dividend
or otherwise); provided that if the transferor of such property is a Loan Party, then (i) the transferee thereof must be
a Loan Party or (ii) to the extent constituting a Disposition to a Restricted Subsidiary that is not a Loan Party, such Disposition
(w) is in the ordinary course of business, (x) is for fair value and any promissory note or other non-cash consideration received
in respect thereof is a permitted Investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section 6.04,
(y) to the extent constituting an Investment, such Investment must be a permitted Investment in a Restricted Subsidiary that is
not a Loan Party in accordance with Section 6.04 or (z) does not exceed the greater of $75,000,000 and 5% of Consolidated
EBITDA as of the Applicable Date of Determination;


 


(c)sales,
transfers and other dispositions of trade or accounts receivable (including write-offs, discounts and compromises) in connection
with the compromise, settlement or collection thereof;


 


(d)sales,
transfers, leases and other dispositions of property to the extent that such property constitutes an Investment permitted by Section
6.04 (other than Section 6.04(l) and (aa)) hereunder or another asset received as consideration for the disposition
of any asset permitted by this Section (in each case, other than Equity Interests in a Restricted Subsidiary, unless all Equity
Interests in such Restricted Subsidiary are sold);


 


(e)leases
or licenses or subleases or sublicenses entered into in the ordinary course of business, to the extent that they do not materially
interfere with the business of the Parent and the Restricted Subsidiaries taken as a whole;


 


(f)conveyances,
sales, transfers, licenses or sublicenses or other dispositions of intellectual property or Software in the ordinary course of
business or pursuant to a research or development agreement in which the counterparty to such agreement
receives a license to intellectual property or Software that result from such agreement;


 






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(g)dispositions
resulting from any casualty or insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding
of, any property or asset of the Parent or any Restricted Subsidiary;


 


(h)the
abandonment or other disposition of intellectual property, whether now or hereafter owned or leased or acquired in connection with
an Acquisition or other permitted Investment that is, in the reasonable good faith judgment of Borrower, no longer economically
practicable or commercially desirable to maintain or used or useful in the business of the Parent and the Restricted Subsidiaries;


 


(i)the
disposition of any assets that are set forth on Schedule 6.05;


 


(j)dispositions
from and after the Effective Date of non-core or obsolete assets acquired in connection with any Acquisition or other permitted
Investments;


 


(k)sales,
transfers and other dispositions by the Parent or any Restricted Subsidiary of assets since the Effective Date so long as (A) such
disposition is for fair market value (as determined in good faith by the Parent or such Restricted Subsidiary), (B) if at the time
of execution of a binding agreement in respect of such sale, transfer or other disposition, no Event of Default has occurred and
is continuing or would result therefrom, (C) if the assets sold, transferred or otherwise disposed of have a fair market value
in excess of $45,000,000, at least 75% of the consideration (other than (A) the assumption by the transferee of Indebtedness or
other liabilities contingent or otherwise of the Parent or any of its Restricted Subsidiaries and the valid release of the Parent
or such Restricted Subsidiary, by all applicable creditors in writing, from all liability on such Indebtedness or other liability
in connection with such Disposition, (B) securities, notes or other obligations received by the Parent or any of its Restricted
Subsidiaries from the transferee that are converted by the Borrower or any of its Restricted Subsidiaries into cash or Cash Equivalents
within 180 days following the closing of such Disposition, (C) Indebtedness of any Restricted Subsidiary that is no longer a Restricted
Subsidiary as a result of such Disposition, to the extent that the Parent and each other Restricted Subsidiary are released from
any Guarantee of payment of such Indebtedness in connection with such Disposition, (D) consideration consisting of Indebtedness
of the Parent (other than Subordinated Indebtedness) received after the Effective Date from Persons who are not the Parent or any
Restricted Subsidiary and (E) in connection with an asset swap, all of which shall be deemed “cash”) received is cash
or Cash Equivalents or Designated Non-Cash Consideration to the extent that all Designated Non-Cash Consideration at such time
does not exceed the greater of (x) $150,000,000 and (y) 10% of Consolidated EBITDA as of the Applicable Date of Determination (with
the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving
effect to subsequent changes in value) and all of the consideration received is at least equal to the fair market value of the
assets sold, transferred or otherwise disposed of and (D) the Net Proceeds thereof shall be subject to Section 2.11(c);


 


(l)sales,
transfers and other dispositions permitted by Section 6.03 (other than Section 6.03(a)(v) or (b)(vi));


 






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(m)the
sale or exchange of specific items of property, so long as the purpose of each such sale or exchange is to acquire (and results
within 365 days of such sale or exchange in the acquisition of) replacement items of property that are the functional equivalent
of the item of property so sold or exchanged;


 


(n)the
incurrence of Liens permitted hereunder;


 


(o)[Reserved];


 


(p)sales,
transfers, leases and other dispositions made in order to effect the Transactions or a Permitted Tax Restructuring;


 


(q)sales
or dispositions of Equity Interests of any Subsidiary (other than the Borrower) in order to qualify members of the Governing Body
of such Subsidiary if required by applicable law;


 


(r)samples,
including time-limited evaluation software, provided to customers or prospective customers;


 


(s)de
minimis amounts of equipment provided to employees;


 


(t)sales,
transfers, leases and other dispositions of (i) any Equity Interests in Unrestricted Subsidiaries or their assets or (ii) other
Excluded Property, provided that for the purposes of clause (ii), (A) the First Lien Leverage Ratio as of the Applicable
Date of Determination after giving effect on a Pro Forma Basis to such Disposition, shall be shall be no greater than 3.50 to 1.00
or (B) the fair market value of such Dispositions that do not meet the requirements of subclause (A) shall not exceed the
greater of $75,000,000 and 5% of Consolidated EBITDA as of the Applicable Date of Determination in the aggregate;


 


(u)Restricted
Payments made pursuant to Section 6.08;


 


(v)Permitted
Sale Leasebacks in an aggregate principal amount not to exceed the greater of $150,000,000 and 10% of Consolidated EBITDA as of
the Applicable Date of Determination in the aggregate;


 


(w)the
unwinding of any Cash Management Agreement or Swap Agreement pursuant to its terms;


 


(x)sales,
transfers or other dispositions of Investments in Joint Ventures or any Subsidiary that is not a wholly-owned Restricted Subsidiary
to the extent required by, or made pursuant to customary buy/sell arrangements between, the parties set forth in Joint Venture
arrangements and similar binding agreements;


 






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(y)the
Parent and any Restricted Subsidiary may (i) terminate or otherwise collapse its cost sharing agreements with the Parent or any
Subsidiary and settle any crossing payments in connection therewith, (ii) convert any intercompany Indebtedness to Equity Interests,
(iii) transfer any intercompany Indebtedness to the Parent or any Restricted Subsidiary, (iv) settle, discount, write off, forgive
or cancel any intercompany Indebtedness or other obligation owing by the Parent or any Restricted Subsidiary, (v) settle, discount,
write off, forgive or cancel any Indebtedness owing by any present or former consultants, directors, officers or employees, the
Parent or any Subsidiary or any of their successors or assigns or (vi) surrender or waive contractual rights and settle or waive
contractual or litigation claims;


 


(z)any
Disposition of Securitization Assets or Receivables Assets, or participations therein, in connection with any Qualified Securitization
Financing or Receivables Facility, or the Disposition of a trade or account receivable in connection with the collection or compromise
thereof in the ordinary course of business or consistent with past practice;


 


(aa)sales,
transfers, leases or other dispositions pursuant to Intercompany License Agreements;


 


(bb)other
Dispositions (including those of the type otherwise described herein) made after the Effective Date in an aggregate amount not
to exceed the greater of (x) $150,000,000 and (y) Consolidated EBITDA generated by or attributable to all such property Disposed
of shall not exceed 10% of Consolidated EBITDA as of the Applicable Date of Determination; and


 


(cc)any
swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater fair market
value of usefulness to the business of the Borrower and its Restricted Subsidiaries as a whole, as determined in good faith by
the Borrower; provided that any swap of assets constituting Collateral that are exchanged for other assets not constituting Collateral
outside of the ordinary course of business shall not exceed the greater of (x) $75,000,000 and (y) 5% of Consolidated EBITDA as
of the Applicable Date of Determination.


 


Section 6.06[Reserved].


 


Section 6.07[Reserved].


 


Section 6.08Restricted
Payments; Certain Payments of Indebtedness.


 


(a)The
Parent will not, and will not permit any Restricted Subsidiary to, declare or make any Restricted Payment, except that:


 


(i)(A)
the Restricted Subsidiaries may declare and make Restricted Payments ratably with respect to their Equity Interests and (B) any
Restricted Subsidiary may make a Restricted Payment to the Parent or any Restricted Subsidiary (so long as, in the case of this
clause (B), if the Restricted Subsidiary making the Restricted Payment is not wholly owned (directly or indirectly) by the
Parent, such Restricted Payment is made ratably among the holders of its Equity Interests);


 


(ii)the
Parent and the Restricted Subsidiaries may declare and make Restricted Payments with respect to its Equity Interests payable solely
in shares of Qualified Equity Interests (so long as, in the case of this clause (ii), if the Restricted Subsidiary
making the Restricted Payment is not wholly owned (directly or indirectly) by the Parent, such Restricted Payment is made ratably
among the holders of its Equity Interests);


 






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(iii)the
Parent and the Restricted Subsidiaries may make Restricted Payments at such times and in such amounts (A)  as shall be necessary
to permit any Parent Entity to discharge their respective general corporate and overhead or other expenses (including franchise
and similar taxes required to maintain its corporate existence, customary salary, bonus and other benefits payable to officers
and employees of the Parent, Holdco and directors fees and director and officer indemnification obligations) incurred in the ordinary
course and (B) for any Related Taxes;


 


(iv)the
Parent may make payments (or may make Restricted Payments to any Parent Entity, the proceeds of which will be used to make payments)
at such times and in such amounts as are necessary to make payments of or on account of (1) monitoring or management or similar
fees or transaction fees and (2) reimbursement of out-of-pocket costs, expenses and indemnities, in each case to any Equity Investor
or any of its Affiliates, in each case to the extent permitted by Section 6.09;


 


(v)[Reserved];


 


(vi)the
Restricted Subsidiaries may make a Restricted Payment in connection with the acquisition of additional Equity Interests in any
Restricted Subsidiary from minority shareholders;


 


(vii)the
Parent or any Restricted Subsidiary may make repurchases of Equity Interests deemed to occur upon the cashless exercise of stock
options when such Equity Interests represents a portion of the exercise price thereof;


 


(viii)[Reserved];


 


(ix)the
Parent and its Restricted Subsidiaries may make Restricted Payments pursuant to the Intercompany License Agreements;


 


(x)Restricted
Payments made (A) (i) in connection with the Transactions (including, for the avoidance of doubt, the Return of Value Payment and
the Seattle Payment), (ii) in respect of working capital adjustments or purchase price adjustments pursuant to any Permitted Acquisition
or other permitted Investments (other than pursuant to Section 6.04(aa)), and (iii) to satisfy indemnity and other obligations
under the Merger Agreement and in respect of Permitted Acquisitions or other permitted Investments, and (B) to the Parent or any
Restricted Subsidiary effectuate a Permitted Tax Restructuring;


 


(xi)Restricted
Payments necessary to consummate transactions permitted pursuant to Section 6.03 and to make Investments permitted pursuant
to Section 6.04 (other than pursuant to Section 6.04(aa));


 


(xii)[Reserved];


 






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(xiii)[Reserved];


 


(xiv)the
Parent or any Restricted Subsidiary may make additional Restricted Payments in an amount that shall not exceed $250,000,000;


 


(xv)the
Parent or any Restricted Subsidiary may make additional Restricted Payments to the extent that such Restricted Payments are made
with net proceeds received by the Parent after the Closing Date from the issuance or sale of Qualified Equity Interests of the
Parent or proceeds of an equity contribution made to the Parent (other than any Cure Amount) (which such equity proceeds so utilized
shall not also increase the Available Amount);


 


(xvi)distributions
or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets or Receivables Assets and
purchases of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligations, in each case in connection
with a Qualified Securitization Financing or a Receivables Facility;


 


(xvii)the
Parent may make Restricted Payments to any Parent Entity the proceeds of which shall be used to pay customary costs, fees and expenses
related to any unsuccessful equity or debt offering permitted by this Agreement, so long as the proceeds of such offering were
intended to be contributed to the Parent or such offering was otherwise related to the business of the Parent;.


 


(xviii)the
Parent and the Restricted Subsidiaries may make Restricted Payments to (a) pay cash in lieu of fractional Equity Interests in connection
with any dividend, split or combination thereof or any Acquisition, Investment or other transaction otherwise permitted hereunder
and (b) honor any conversion request by a holder of convertible Indebtedness (to the extent such conversion request is paid solely
in shares of Qualified Equity Interests of the Parent) and make cash payments in lieu of fractional shares in connection with any
such conversion and may make payments on convertible Indebtedness in accordance with its terms;


 


(xix)other
Restricted Payments; provided that at the time of declaration of such Restricted Payment, no Event of Default has occurred
and is continuing and the First Lien Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination is
less than 3.00:1.00;


 


(xx)the
Parent and the Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed the Available Amount;
provided however that at the time of declaration of such Restricted Payment utilizing amounts pursuant to clause
(b) of the definition of “Available Amount”, no Event of Default shall have occurred and be continuing;


 


(xxi)the
Parent may make Restricted Payments consisting of Equity Interests in any Unrestricted Subsidiary, whether pursuant to a distribution,
dividend or any other transaction not prohibited hereunder;


 






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(xxii)[Reserved];


 


(xxiii)the
making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such
Restricted Payment would have complied with another provision of this Section 6.08(a); provided that the making of
such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made;


 


(b)the
Parent will not, and will not permit any Restricted Subsidiary to (A) make any voluntary payment or other distribution (whether
in cash, securities or other property), of or in respect of principal or interest, or such payment by way of the purchase, redemption,
retirement, acquisition, cancellation or termination, in each case prior to the final scheduled maturity thereof, of any Material
Indebtedness that is contractually subordinated in right of payment to any of the Obligations (it being understood that Indebtedness
shall not be deemed to be subordinated in right of payment to the Obligations merely because such Indebtedness is secured by a
Lien that is junior to the Liens securing the applicable portion of the Obligations) or (B) solely to the extent that Indebtedness
has a Lien on substantially all of the Collateral securing Obligations that is junior to the Lien on the Collateral securing the
Obligations, make any voluntary prepayment of the principal of such Indebtedness outstanding under Section 6.01(a)(xviii),
Section 6.01(a)(xxx) or Section 6.01(a)(xxxii) except:


 


(i)payment
of regularly scheduled interest and principal payments (and fees, indemnities and expenses payable) as, and when due in respect
of any such Indebtedness to the extent permitted by any subordination or intercreditor provisions in respect thereof;


 


(ii)refinancings,
replacements, substitutions, extensions, restructurings, exchanges and renewals of any such Indebtedness to the extent such refinancing,
replacement, exchange or renewed Indebtedness is permitted by Section 6.01 and any fees and expenses in connection therewith;


 


(iii)payments
of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect
thereof;


 


(iv)convert,
exchange, redeem, repay or prepay such Indebtedness into or for Equity Interests of the Parent (other than Disqualified Equity
Interests of the Parent, except to the extent permitted under Section 6.01(b));


 


(v)AHYDO
Catch-Up Payments relating to Indebtedness of the Parent and its Restricted Subsidiaries so long as no Event of Default under Section
7.01(a), 7.01(b), 7.01(h) or 7.01(i) has occurred and is continuing;


 


(vi)any
such other payments, redemptions, repurchases, retirements, terminations or cancellations of Indebtedness or other distributions
in an amount not to exceed (A) the greater of $75,000,000 and 5% of Consolidated EBITDA plus (B) the Available Amount; provided
however that in the case of payments or distributions made pursuant to this clause (vi)(B), at the time of making
such payment or distribution with amounts pursuant to clause (b) of the definition of “Available Amount”, no
Event of Default shall have occurred and be continuing;


 






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(vii)any
such other payments, redemptions, repurchases, retirements, terminations or cancellations of Indebtedness or other distributions
made with net proceeds received by the Parent after the Closing Date from the issuance or sale of Qualified Equity Interests of
the Parent or proceeds of an equity contribution initially made to the Parent (other than any Cure Amount) (which such equity proceeds
so utilized shall not also increase the Available Amount);


 


(viii)the
payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the date of the Redemption
Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof
(the “Redemption Notice”), such payment, redemption, repurchase, retirement termination or cancellation would
have complied with another provision of this Section 6.08(b); provided that such payment, redemption, repurchase,
retirement termination or cancellation shall reduce capacity under such other provision;


 


(ix)other
payments, redemptions, repurchases, retirements, terminations or cancellations of Indebtedness in lieu of and not in excess of
the amount of (after giving effect to any other such payments, redemptions, repurchases, retirements, terminations or cancellations
of Indebtedness or Investments pursuant to Section 6.04(ff)), Restricted Payments to the extent permitted to be made in
accordance with Section 6.08(xiv); and


 


(x)any
such other payments, redemptions, repurchases, retirements, terminations or cancellations of Indebtedness or other distributions;
provided that at the time of making such payment or distribution no Event of Default has occurred and is continuing and the First
Lien Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination is less than 3.00:1.00.


 


Section 6.09Transactions
with Affiliates. The Parent will not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions
with, any of its Affiliates, with a fair market value in excess of the greater of $30,000,000 and 2.5% of Consolidated EBITDA except
(a) transactions at prices and on terms and conditions (taken as a whole) not materially less favorable to the Parent or such Restricted
Subsidiary than could reasonably be expected to be obtained on an arm’s-length basis from unrelated third parties (as determined
in good faith by the Borrower); (b) transactions between or among the Parent and the Restricted Subsidiaries (or any entity that
becomes a Restricted Subsidiary as a result of such transaction) not involving any other Affiliate; (c) loans or advances to employees,
officers and directors permitted under Section 6.04; (d) payroll, travel and similar advances to cover matters permitted
under Section 6.04; (e) the payment of reasonable fees and reimbursement of out-of-pocket expenses to directors of the Parent
or any Restricted Subsidiary; (f) compensation (including bonuses) and employee benefit arrangements paid to, indemnities provided
for the benefit of, and employment and severance arrangements entered into with, directors, officers, managers, consultants or
employees of the Parent or the Subsidiaries in the ordinary course of business, including in connection with the Transactions and
any other transaction permitted hereunder; (g) any issuances of securities or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans; (h) any payments to
any Equity Investor or its Affiliates for reimbursement of out-of-pocket costs and expenses and indemnities in connection therewith;
(i) payment of fees and expenses pursuant to the Transactions, and other fees payable to any of its Affiliates by the Parent
and any Restricted Subsidiaries, which payments are approved by a majority of the disinterested members of the board of directors
of the Parent in good faith; (j) any Restricted Payment and payments on Indebtedness not prohibited by Section 6.08; (k)
[Reserved]; (l) transactions between and among the Parent and its Subsidiaries which are in the ordinary course of business and
transactions between Parent and its direct or indirect shareholders in the ordinary course of business with respect to the Equity
Interests in the Parent, such as shareholder agreements, registration agreements and including providing expense reimbursement
and indemnities in respect thereof; (m) the Transactions (including payment of Transaction Costs); (n) transactions pursuant to
the Transition Services Agreement; (o) the existence and performance of agreements and transactions with any Unrestricted Subsidiary
that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the
transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by
an Unrestricted Subsidiary with an Affiliate prior to the redesignation of any such Unrestricted Subsidiary as a Restricted Subsidiary;
(p) Affiliate repurchases of the Loans or Commitments to the extent permitted hereunder and the holding of such Loans or Commitments
and the payments and other transactions contemplated herein in respect thereof; (q) transactions set forth on Schedule 6.09,
as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in
accordance with the other terms of this covenant or to the extent not more disadvantageous to the Secured Parties in any material
respect (taken as a whole); (r) any customary transaction with a Receivables Facility or a Securitization Subsidiary effected as
part of a Qualified Securitization Financing; (s) any Intercompany License Agreements; (t) payments to or from, and transactions
with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Parent and the
Restricted Subsidiaries in such joint venture) in the ordinary course of business; (u) transactions by the Parent and its Restricted
Subsidiaries with customers, clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each
case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Parent
and the Restricted Subsidiaries, as determined in good faith by the board of directors or the senior management of the relevant
Person, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (v)
any transaction between or among the Parent or any Restricted Subsidiary and any Affiliate of the Parent or a Joint Venture or
similar entity that would constitute an Affiliate transaction solely because the Parent or a Restricted Subsidiary owns an equity
interest in or otherwise controls such Affiliate, Joint Venture or similar entity; (w) loans and advances to any Parent Entity
permitted under Section 6.4(ff) and (x) transactions in which the Parent or any Restricted Subsidiary, as the case
may be, delivers to the Administrative Agent a letter from an independent financial advisor stating that such transaction is fair
to the Parent or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of this
Section 6.09.


 






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Section 6.10Restrictive
Agreements. The Parent will not, and will not permit any Restricted Subsidiary to, enter into any agreement, instrument, deed
or lease that prohibits, restricts or imposes any condition upon (a) the ability of any Loan Party to create, incur or permit to
exist any Lien in favor of the Secured Parties (excluding Lender Counterparties) upon any of its Collateral or (b) the ability
of any Restricted Subsidiary to make Restricted Payments to or make or repay loans or advances to any Loan Party, provided
that the foregoing shall not apply to (i) restrictions and conditions imposed by (A) law, (B) any Loan Document, any agreements
evidencing secured Indebtedness permitted by this Agreement or any documents governing the Term Loan Exchange Notes, the Additional
Term Notes, the Unrestricted Additional Term Notes, the Credit Agreement Refinancing Indebtedness, the Refinancing Notes, any Additional
Debt, and any Seattle Loan Document, any Seattle Additional Debt, any documents governing the Seattle Term Loan Exchange Notes,
the Seattle Additional Term Notes, the Seattle Unrestricted Additional Term Notes, the Seattle Credit Agreement Refinancing Indebtedness,
the Seattle Refinancing Notes and any Seattle Additional Debt, and, in each case, any documentation providing for any Permitted
Refinancing thereof or (C) other agreements evidencing Indebtedness permitted by Section 6.01, provided that in each
case under this clause (i) such restrictions or conditions (x) apply solely to a Restricted Subsidiary that is not a Loan
Party, (y) are not materially more restrictive (taken as a whole) (as determined in good faith by the Borrower) than the restrictions
or conditions set forth in the Loan Documents, or (z) do not materially impair the Borrower’s ability to pay its obligations
under the Loan Documents as and when due (as determined in good faith by the Borrower); (ii) restrictions and conditions existing
on the Effective Date or to any extension, renewal, amendment, modification or replacement thereof, except to the extent any such
amendment, modification or replacement materially expands the scope of any such restriction or condition (as determined in good
faith by the Borrower); (iii) restrictions and conditions contained in agreements relating to the sale of a Subsidiary or
any assets pending such sale, provided that such restrictions and conditions apply only to the Subsidiary or assets that
is or are to be sold and such sale is permitted hereunder; (iv) the foregoing shall not apply to customary provisions in leases,
licenses and other contracts restricting the assignment, subletting or transfer thereof or other assets subject thereto; (v)(A)
any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has been entered into in connection with the
sale, transfer or other disposition of all or substantially all of the Equity Interests or assets of such Subsidiary or (B) restrictions
on transfers of assets subject to Liens permitted by Section 6.02 (but, with respect to any such Lien, only to the extent
that such transfer restrictions apply solely to the assets that are the subject of such Lien); (vi) restrictions created in connection
with any Qualified Securitization Financing; (vii) restrictions or conditions set forth in any agreement in effect at any time
any Person becomes a Restricted Subsidiary, provided that such agreement was not entered into in contemplation of such Person
becoming a Restricted Subsidiary and the restriction or condition set forth in such agreement does not apply to the Parent or any
other Restricted Subsidiary; (viii) customary provisions in shareholders agreements, joint venture agreements, organizational or
constitutive documents or similar binding agreements relating to any Joint Venture or non-wholly-owned Restricted Subsidiary and
other similar agreements applicable to Joint Ventures and non-wholly-owned Restricted Subsidiaries and applicable solely to such
Joint Venture or non-wholly-owned Restricted Subsidiary and the Equity Interests issued thereby; (ix) any restrictions on
cash or other deposits imposed by agreements entered into in the ordinary course of business; (x) any restrictions regarding licensing
or sublicensing by the Parent and its Restricted Subsidiaries of intellectual property in the ordinary course of business; (xi) any
restrictions that arise in connection with cash or other deposits permitted under Section 6.02 and Section 6.04;
(xii) any restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary
course of business, (xiii) restrictions and conditions imposed by agreements relating to the Transactions and (xiv) comprise restrictions
imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 6.01
if the restrictions contained in any such agreement taken as a whole (a) are not materially less favorable to the Secured Parties
than the encumbrances and restrictions contained in the Loan Documents (as determined by the Borrower) or (b) either (I) the Borrower
determines at the time of entry into such agreement or instrument that such encumbrances or restrictions will not adversely affect,
in any material respect, the Borrower’s ability to make principal or interest payments required hereunder or (II) such encumbrance
or restriction applies only during the continuance of a default relating to such agreement or instrument.


 






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Section 6.11Amendment
of Material Documents. The Parent will not, and will not permit any other Loan Party to, amend or otherwise modify (i) any
of its Organizational Documents in a manner that would reasonably be expected to cause a Material Adverse Effect or (ii) any term
or condition of any Material Indebtedness required to be subordinated in right of payment to the Obligations except (x) in accordance
with the terms of the applicable intercreditor or subordination terms or agreement or (y) as permitted pursuant to or reasonably
necessary to effect a Permitted Refinancing thereof.


 


Section 6.12First
Lien Leverage Ratio. Except with the written consent of the Required Revolving Lenders, the Parent will not permit the First
Lien Leverage Ratio, calculated as of the last day of the most recent fiscal quarter of the Parent for which financial statements
were required to have been furnished to the Administrative Agent pursuant to Section 5.01 (commencing with the first full
fiscal quarter ending after the Effective Date), to exceed the ratio set forth below opposite the period during which such last
day occurs:


 


	Date of Fiscal Quarter End	Ratio
	[__] through [__]5	4.85 to 1.00
	[__] through [__]6	4.35 to 1.00
	[__] and thereafter	3.85 to 1.00


 


Notwithstanding the foregoing, this Section
6.12 shall be in effect (and shall only be in effect) when the sum of the Dollar Equivalent of the aggregate principal amount
of Revolving Loans, Swingline Loans and Letters of Credit (other than Cash Collateralized Letters of Credit and additional Letters
of Credit in an aggregate amount not greater than $25,000,000) in each case, outstanding as of the last day of the most recent
fiscal quarter of the Parent for which financial statements were required to have been furnished to the Administrative Agent pursuant
to Section 5.01, is greater than 35% of the Revolving Commitments at such time.


 








		5	End of first fiscal quarter of Parent following second anniversary of the Effective Date.



 


		6	End of first fiscal quarter of Borrower following third anniversary of the Effective Date.



 






 


 






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Section 6.13Changes
in Fiscal Year. The Parent will not permit its fiscal year for financial reporting purposes to end on a day other than April
30; provided, however, that the Parent may (i) upon completion of the Merger, change such fiscal year to October
31 to align financial year ends with the Seattle Business, (ii) upon written notice to the Administrative Agent, change such fiscal
year (and the fiscal year of the Restricted Subsidiaries) to any other fiscal year reasonably acceptable to the Administrative
Agent and (iii) conform the fiscal year of the Restricted Subsidiaries to the fiscal year of the Parent. The Borrower and the Administrative
Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement and to the covenants contained
herein that are that are reasonably necessary in order to reflect such change.


 


Article
VII

Events of Default


 


Section 7.01Events
of Default. If any of the following events (any such event, an “Event of Default”)
shall occur:


 


(a)the
Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and
as the same shall become due and payable;


 


(b)the
Borrower shall fail to pay (x) any interest on any Loan, when and as the same shall become due and payable, and such failure shall
continue unremedied for a period of five (5) Business Days or (y) or any fee payable hereunder or any other amount due under this
Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied
for a period of fifteen (15) Business Days;


 


(c)(i)
on the Effective Date, any Specified Representation shall be false or incorrect in any material respect as of the Effective Date
and (ii) after the Effective Date, any representation, warranty or certification, when taken as a whole, made or deemed made by
any Loan Party in any Loan Document shall be false or incorrect in any material respect as of the date made or deemed made and,
in each case, to the extent capable of being cured (as determined by the Borrower in good faith), such incorrect representation,
warranty or certification shall remain incorrect for a period of 30 days after receipt by the Borrower of written notice thereof
from the Administrative Agent or the Required Lenders.


 


(d)Either
the Parent, Holdco or the Borrower shall default in the performance or compliance of Section 5.02(a) (provided that
the delivery of a notice of Default or Event of Default at any time will cure an Event of Default under Section 5.02(a)
arising from the failure of the Borrower to timely deliver such notice of Default or Event of Default), Section 5.04 (solely
with respect to the existence of the Borrower in its jurisdiction of organization or incorporation, if applicable) or in Article
VI; provided that an Event of Default under Section 6.12 is subject to the Cure Right set forth in Section
7.03; provided further that an Event of Default under Section 6.12 shall not constitute an Event of Default
(or trigger a Default) for purposes of any Term Loan, unless and until the Administrative Agent (with the consent, or at the request,
of the Required Revolving Lenders) has actually terminated the Revolving Commitments and declared all outstanding Revolving Loans
to be immediately due and payable in accordance with this Agreement and such declaration has not been rescinded on or before such
date;


 






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(e)Any
Loan Party shall default in the performance or compliance of any term contained in any Loan Document (other than those specified
in paragraph (a), (b) or (d) of this Section 7.01), and such default shall continue unremedied and
unwaived for a period of 30 days after receipt by the Borrower of written notice thereof from the Administrative Agent or the Required
Lenders;


 


(f)the
Parent or any Restricted Subsidiary shall fail to make any payment beyond all applicable grace periods (whether of principal or
interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable after
giving effect to any applicable grace periods provided in the applicable instrument or agreement under which such Material Indebtedness
was created, provided that this paragraph (f) shall not apply to any such failure that (x) is remedied by the Parent
or applicable Restricted Subsidiary or (y) waived (including in the form of amendment) by the requisite holders of the applicable
item of Material Indebtedness, in either case, prior to the acceleration of all the Loans pursuant to this Section 7.01;


 


(g)(i)
any breach or default (after all applicable grace periods having expired and all required notices having been given) by the Parent
or any Restricted Subsidiary of any Material Indebtedness if the effect of such breach or default is to cause such Material Indebtedness
to become due prior to its scheduled maturity or that enables or permits (with all applicable grace periods having expired and
all required notices having been given) the holder or holders of such Material Indebtedness, or any trustee or agent on its or
their behalf, to cause such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity, provided that this paragraph (g) shall not apply to (A) secured Indebtedness
that becomes due as a result of the sale, transfer or other disposition (including as a result of a casualty or condemnation event)
of the property or assets securing such Indebtedness (to the extent such sale, transfer or other disposition is not prohibited
under this Agreement), (B) Indebtedness which is convertible into Equity Interest and converts to Equity Interests in accordance
with its terms or (C) any breach or default that (x) is remedied by the Parent or the applicable Restricted Subsidiary or (y) waived
(including in the form of amendment) by the requisite holders of the applicable item of Material Indebtedness, in either case,
prior to the acceleration of all the Loans pursuant to this Section 7.01 or (ii) if an involuntary “early termination
event” or other similar event (which event shall extend beyond any applicable cure periods or grace periods) shall have occurred
in respect of obligations owing under any Swap Agreement of the Parent or any Restricted Subsidiary, and the amount of such obligations,
either individually or in the aggregate for all such Swap Agreements at such time, is in excess of $125,000,000; provided
that, in respect of obligations owing under any such Swap Agreement owed to the applicable counterparty at such time, the amount
for purposes of this paragraph (g)(ii) shall be the amount payable on a net basis by the Parent or such Restricted Subsidiary
to such counterparty (after giving effect to all netting arrangements) if such Swap Agreement were terminated at such time); provided
that this paragraph (g)(ii) shall not apply to any such event that (x) is remedied by the Parent or the applicable Restricted
Subsidiary or (y) waived (including in the form of amendment) by the applicable counterparty, in either case, prior to the acceleration
of all the Loans pursuant to this Section 7.01;


 






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(h)subject
to Section 7.02, (i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking liquidation,
reorganization, administration or other relief in respect of the Parent or any Restricted Subsidiary, or of all or a substantial
part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the involuntary appointment of a receiver, trustee, custodian, sequestrator, conservator, administrator or similar
official for the Parent or any Restricted Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding
shall continue undismissed and unstayed for 60 consecutive days without having been dismissed, bonded or discharged or an order
of relief is entered in any such proceeding;


 


(i)subject
to Section 7.02, the Parent or any Restricted Subsidiary shall (i) voluntarily commence any proceeding seeking liquidation,
reorganization, administration or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect, (ii) consent to the institution of any proceeding or petition described in paragraph (h)
of this Section 7.01, (iii) consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator, administrator
or similar official for the Parent or any Restricted Subsidiary or for all or a substantial part of its assets or (iv) make a general
assignment for the benefit of creditors;


 


(j)any
final, non-appealable judgment(s) for the payment of money in an aggregate amount in excess of $125,000,000 (to the extent not
covered by insurance or indemnities as to which the applicable insurance company or third party has not denied coverage) shall
be rendered against the Parent or any Restricted Subsidiary or any combination thereof and the same shall remain undischarged,
unvacated, unbounded and unstayed for a period of 60 consecutive days;


 


(k)an
ERISA Event or similar event with respect to any Foreign Plan shall have occurred that would reasonably be expected to result in
a Material Adverse Effect;


 


(l)any
Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Loan Party not to be (other
than in an informational notice to the Administrative Agent), a valid and perfected (if and to the extent required to be perfected
under the applicable Security Document) Lien on any Collateral with a fair value in excess of $125,000,000 at any time, with the
priority required by the applicable Security Document (subject to Liens permitted under Section 6.02), except (i) as a result
of the release of a Loan Party or the sale, transfer or other disposition of the applicable Collateral (including as a result of
the designation of a Restricted Subsidiary as an Unrestricted Subsidiary) in a transaction permitted under the Loan Documents or
the occurrence of the Termination Date or (ii) as a result of any action of the Administrative Agent, Collateral Agent or any Lender
or the failure of the Administrative Agent, Collateral Agent, or any Lender to take any action that is within its control;


 






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(m)at
any time after the execution and delivery thereof, any material portion of the Guarantee of the Obligations under the Guarantees
shall for any reason other than the occurrence of the Termination Date or as expressly permitted hereunder or thereunder (including
or as a result of a transaction permitted hereunder) cease to be in full force and effect, or any Loan Party shall contest the
validity or enforceability in writing or repudiate, rescind or deny in writing that it has any further liability or obligation
under any Loan Document other than as a result of the occurrence of the Termination Date, the sale or transfer of such Loan Party
(including the designation as an Unrestricted Subsidiary) or as a result of a transaction permitted hereunder or thereunder; or


 


(n)a Change
in Control shall have occurred;


 


then, and in every such event (I) (other
than (x) an event described in paragraph (d) of this Section 7.01 in respect of a default of performance or compliance
with the covenant under Section 6.12 or (y) an event with respect to the Borrower described in paragraph (h) or (i)
of this Section 7.01; provided that in the case of clause (x), the actions hereinafter described will be permitted
to occur only (A) following the expiration of the ability to effectuate the Cure Right if such Cure Right has not been so exercised
and (B) if the express conditions of the last proviso contained in Section 7.01(d) have been satisfied), and at any time
thereafter during the continuance of such event, the Administrative Agent with the consent of the Required Lenders may, and at
the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same
or different times (except in the case of an event under paragraph (d) of this Section 7.01 in respect of a failure
to observe or perform the covenant under Section 6.12, the following actions may not be taken until (A) the ability to exercise
the Cure Right under Section 7.03 has expired (but may be taken as soon as the ability to exercise the Cure Right has expired
and it has not been so exercised) and (B) the express conditions in the last proviso contained in Section 7.01(d) have been
satisfied): (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately; and (ii) declare the
Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable
may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Loans
so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued
hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower; and (II) in the case of an event under paragraph (d) of this Section 7.01 in respect
of a failure to observe or perform the covenant under Section 6.12, (provided that the actions hereinafter described
will be permitted to occur only following the expiration of the ability to effectuate the Cure Right if such Cure Right has not
been so exercised), and at any time thereafter during the continuance of such event, the Administrative Agent with the consent
of the Required Revolving Lenders may, and at the request of the Required Revolving Lenders shall, by notice to the Borrower, take
either or both of the following actions, at the same or different times (except the following actions may not be taken until the
ability to exercise the Cure Right under Section 7.03 has expired (but may be taken as soon as the ability to exercise the
Cure Right has expired and it has not been so exercised)): (i) terminate the Revolving Commitments, and thereupon the Revolving
Commitments shall terminate immediately, and (ii) declare the Revolving Loans then outstanding to be due and payable in whole
(or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event,
be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together
with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to
the extent permitted by applicable law); and in the case of any event with respect to the Borrower described in paragraph (h)
or (i) of this Section 7.01, the Commitments shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically
become due and payable by the Borrower, without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by the Borrower.


 






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Section 7.02Exclusion
of Immaterial Subsidiaries. Solely for the purposes of determining whether a Default or an Event of Default has occurred under
paragraph (h), (i) or (j) of Section 7.01, any reference in any such paragraph to any Restricted Subsidiary
shall be deemed not to include any Restricted Subsidiary affected by any event or circumstance referred to in such paragraph that
did not, as of the last day of the fiscal quarter of the Parent most recently ended, have assets with a value equal to or greater
than 5.0% of Consolidated Total Assets of the Parent and its Restricted Subsidiaries as of such date, based on the consolidated
statement of financial position of the Parent and its Restricted Subsidiaries as of such date, provided that if it is necessary
to exclude more than one Restricted Subsidiary from paragraph (h), (i) or (j) of Section 7.01 pursuant
to this paragraph in order to avoid a Default or an Event of Default, the aggregate value of the assets of all such excluded Restricted
Subsidiaries as of such last day may not exceed 10.0% of Consolidated Total Assets of the Parent and its Restricted Subsidiaries
as of such date, based on the consolidated statement of financial position of the Parent and its Restricted Subsidiaries as of
such date.


 


Section 7.03Right
to Cure. (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the Parent fails
to comply with the requirements of the covenant under Section 6.12 at the end of any fiscal quarter, until the expiration
of the twelfth (12th) Business Day subsequent to the date the Compliance Certificate is required to be delivered pursuant to Section
5.01(c), in respect of the period ending on the last day of such quarter, any net cash proceeds of any common equity contribution
made, directly or indirectly to the Parent, or any net cash proceeds of any issuance of Qualified Equity Interests of the Parent,
in each case during such fiscal quarter then ended for which the Parent has failed to comply with Section 6.12 and/or following
the end of such fiscal quarter and on or prior to such 12th Business Day, in each case in an aggregate amount equal to the amount
necessary to cure the relevant failure to comply with such covenant may, at the election of the Borrower be included in the calculation
of Consolidated EBITDA for purposes of determining compliance with such covenant (the “Cure
Right”), and upon the earlier of (x) the delivery by the Borrower of written notice to the Administrative Agent
that it intends to exercise the Cure Right hereunder (it being understood that to the extent such notice is provided in advance
of delivery of a Compliance Certificate for the applicable period, the amount of such net cash proceeds that are received as the
Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under
Section 6.12 is less than the full amount of any originally designated amount) and (y) receipt by the Parent of such cash
proceeds (the “Cure Amount”), such covenant shall be recalculated giving
effect to the following pro forma statements:


 






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(i)solely
for purpose of determining the existence of an Event of Default under Section 6.12, Consolidated EBITDA for the fiscal quarter
of the Parent for which such certificate is required to be delivered shall be increased by an amount equal to the Cure Amount,
and such increase shall be effective for all periods that include the fiscal quarter of the Parent for which such Cure Right was
exercised and not for any other purpose under this Agreement; and


 


(ii)if,
after giving effect to the foregoing recalculations (but not giving effect to any payment of Indebtedness made with such Cure Amount
when calculating compliance with Section 6.12 at the end of such (but no other) fiscal quarter), the Parent shall then be
in compliance with the requirements of the covenant under Section 6.12 at the end of such fiscal quarter, the Parent shall
be deemed to have satisfied the requirements of the covenant under Section 6.12 as of the last day of such fiscal quarter
with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or Default
or Event of Default of the covenant under Section 6.12 that had occurred shall be deemed cured for this purpose under this
Agreement and the other Loan Documents (other than for purposes of Section 4.02(b)) if the Borrower has delivered written
notice pursuant to clause (x) above); provided that if the Cure Amount is not received by the Parent prior to such 12th
Business Day, such Default or Event of Default shall be deemed reinstated.


 


(b)Notwithstanding
anything herein to the contrary, (i) in each four-fiscal-quarter period of the Parent there shall be at least two (2) fiscal quarters
in which the Cure Right is not exercised, (ii) the Cure Right shall not be exercised more than five (5) times prior to the Revolving
Maturity Date, (iii) the Cure Amount shall not exceed the amount required to cause the Parent to be in compliance with the covenant
under Section 6.12; and (iv) neither the Administrative Agent nor any Lender or Secured Party shall exercise any remedy
(including acceleration) under the Loan Documents or applicable law on the basis of an Event of Default caused by the failure to
comply with Section 6.12 until after the Parent’s ability to cure has lapsed and the Parent has not exercised the
Cure Right.


 


Section 7.04Application
of Proceeds.


 


(a)Upon
the occurrence and during the continuation of an Event of Default, if requested by Required Lenders, or upon acceleration of all
the Obligations pursuant to Section 7.01, all proceeds received by the Administrative Agent or the Collateral Agent in respect
of any sale of, collection from, or other realization upon all or any part of the Collateral under any Loan Document shall, subject
to the Pari Passu Intercreditor Agreement and any other applicable intercreditor or subordination agreement entered into by the
Collateral Agent in accordance with the terms hereof, be applied by the Administrative Agent as follows:


 


(i)First,
to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal
and interest) payable to each Agent in its capacity as such;


 






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(ii)Second,
to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and
interest) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable
to them;


 


(iii)Third,
to payment of that portion of the Secured Obligations constituting accrued and unpaid interest (including, but not limited to,
post-petition interest), ratably among the Lenders in proportion to the respective amounts described in this clause Third
payable to them;


 


(iv)Fourth,
to payment of that portion of the Secured Obligations constituting unpaid principal, unreimbursed LC Disbursements or face amounts
of the Loans, and Swap Termination Value under Secured Swap Agreements and Secured Cash Management Obligations and for the account
of the Issuing Bank, to Cash Collateralize that portion of Obligations comprised of the aggregate undrawn amount of Letters of
Credit, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by
them;


 


(v)Fifth,
to the payment of all other Secured Obligations of the Loan Parties that are due and payable to the Administrative Agent and the
other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to
the Administrative Agent and the other Secured Parties on such date; and


 


(vi)Last,
the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by law.


 


Subject to Section 2.05(c), amounts
used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied
to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters
of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in
the order set forth above and, if no Obligations remain outstanding, to the Borrower.


 


Notwithstanding the foregoing, (a) amounts
received from any Guarantor that is not a “Eligible Contract Participant” (as defined in the Commodity Exchange Act)
shall not be applied to the obligations that are Excluded Swap Obligations and (b) Secured Cash Management Obligations shall be
excluded from the application described above if the Administrative Agent has not received written notice thereof, together with
such supporting documentation as the Administrative Agent may request, from the applicable Lender Counterparty. Each Lender Counterparty
not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed
to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article VIII hereof
for itself and its Affiliates as if a “Lender” party hereto.


 






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Article
VIII

The Administrative Agent


 


Section 8.01Appointment
of Agents. Each of the Lenders and the Issuing Bank hereby irrevocably appoints JPMorgan Chase Bank, N.A. to act on its behalf
as the Administrative Agent and Collateral Agent hereunder and under the other Loan Documents and authorizes the Administrative
Agent and Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative
Agent and Collateral Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental
thereto. Unless otherwise specifically set forth herein, the Collateral Agent shall have all the rights and benefits of the Administrative
Agent set forth in this Article.


 


The Collateral Agent
shall act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities
as a Lender Counterparty or potential Lender Counterparty) and the Issuing Bank hereby irrevocably appoints and authorizes the
Collateral Agent to act as the agent (and, if applicable, in the case of any UK Security Documents, as trustee of the Liens constituted
thereby) of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted
by any of the Loan Parties pursuant to the Security Documents to secure any of the Obligations, together with such powers and discretion
as are reasonably incidental thereto. In this connection, the Collateral Agent, as “collateral agent” and any co-agents,
sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of holding
or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights
and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this
Article VIII and Section 9.03 (as though such co-agents, subagents and attorneys-in-fact were the “collateral
agent” under the Loan Documents) as if set forth in full herein with respect thereto. The Lenders acknowledge and agree (and
each Lender Counterparty shall be deemed to hereby acknowledge and agree) that Collateral Agent may also act as the collateral
agent for lenders under the Seattle Credit Agreement, Other Term Loans, the Other Revolving Commitments, the Term Loan Exchange
Notes, the Additional Term Notes, the Unrestricted Additional Term Notes, Credit Agreement Refinancing Indebtedness, the Refinancing
Notes, Seattle Term Loans, the Seattle Revolving Commitments, the Seattle Term Loan Exchange Notes, the Seattle Additional Term
Notes, the Seattle Unrestricted Additional Term Notes, Seattle Credit Agreement Refinancing Indebtedness and the Seattle Refinancing
Notes.


 


The Administrative
Agent and the Collateral Agent shall at all times be the same Person that is the “administrative agent” and the “collateral
agent” under the Seattle Credit Agreement. Written notice of resignation by the JPMorgan Chase Bank, N.A. as the administrative
agent and collateral agent pursuant to Section 8.06 of the Seattle Credit Agreement shall also constitute notice of resignation
as the Administrative Agent and the Collateral Agent under this Agreement; removal of JPMorgan Chase Bank, N.A. as the administrative
agent and collateral agent pursuant to Section 8.06 of the Seattle Credit Agreement shall also constitute removal under
this Agreement; and appointment of an administrative agent and collateral agent pursuant to Section 8.06 of the Seattle
Credit Agreement shall also constitute appointment of a successor Administrative Agent and Collateral Agent under this Agreement.


 






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Section 8.02Rights
of Lender. The bank serving as the Administrative Agent and Collateral Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and Collateral
Agent, and with respect to any of its Loans or Commitments hereunder, the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative
Agent and Collateral Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend
money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with
the Parent or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent and Collateral Agent
hereunder and without any duty to account therefor to the Lenders.


 


Section 8.03Exculpatory
Provisions. The Administrative Agent and Collateral Agent shall not have any duties or obligations except those expressly set
forth herein or in the other Loan Documents. Without limiting the generality of the foregoing the Administrative Agent and Collateral
Agent, (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and
is continuing, (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or Collateral Agent
is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall
be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required
to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that
is contrary to any Loan Document or applicable law and (c) shall not except as expressly set forth herein or in the other Loan
Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Parent
or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent, Collateral Agent or any of their
respective Affiliates in any capacity. The Administrative Agent and Collateral Agent shall not be liable for any action taken or
not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as
shall be necessary or as the Administrative Agent shall believe in good faith shall be necessary under the circumstances as provided
in Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent and Collateral
Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative
Agent by the Parent, or the Borrower, a Lender or the Issuing Bank, and the Administrative Agent and Collateral Agent shall not
be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection
with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or
other terms or express conditions set forth in any Loan Document or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement or any other Loan Document or any other agreement, instrument or document or the
creation, perfection or priority of any Lien purported to be created by the Security Documents or that the Liens granted to the
Collateral Agent pursuant to any Security Document have been properly or sufficiently or lawfully created, perfected, protected
or enforced or are entitled to any particular priority, (v) the value or the sufficiency of any Collateral or (vi) the satisfaction
of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly
required to be delivered to such Agent. The Administrative Agent shall have no obligation to monitor whether any amendment or waiver
to any Loan Document has properly become effective or is permitted hereunder or thereunder except to the extent expressly agreed
to by the Administrative Agent in such amendment or waiver.


 






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Section 8.04Reliance
by Administrative Agent and Collateral Agent. Each of the Administrative Agent and Collateral Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document
or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it
in good faith to be genuine and to have been signed or sent or otherwise authenticated by the proper Person. Each of the Administrative
Agent and Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it in good faith
to be made by the proper Person, and shall not incur any liability for relying thereon. Each of the Administrative Agent and Collateral
Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit,
that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Bank, the Administrative Agent may presume that
such condition is satisfactory to such Lender or the Issuing Bank unless the Administrative Agent shall have received notice to
the contrary from such Lender or the Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit.


 


Section 8.05Delegation
of Duties. Each of the Administrative Agent and Collateral Agent may perform any and all of its duties and exercise its rights
and powers hereunder or under any other Loan Documents by or through any one or more sub-agents appointed by the Administrative
Agent, including without limitation, J.P. Morgan Europe Limited. Each of the Administrative Agent and Collateral Agent and any
such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties.
The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent
and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent or Collateral Agent.


 






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Section 8.06Resignation
of Agents; Successor, Administrative Agent, Collateral Agent and Issuing Bank. The Administrative Agent and Collateral Agent
may at any time resign by giving 30 days’ prior written notice of its resignation to the Lenders, the Issuing Bank and the
Borrower. If the Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition of “Defaulting
Lender” either the Required Lenders or the Borrower may upon 10 days’ prior notice remove the Administrative Agent
or Collateral Agent, as the case may be. Upon receipt of any such notice of resignation or delivery of such removal notice, the
Required Lenders shall have the right, with the consent of the Borrower (provided that such consent shall not be unreasonably
withheld or delayed and that such consent shall not be required at any time that an Event of Default under Section 7.01(a),
(h) or (i) shall have occurred and be continuing), to appoint a successor, which shall be a bank with an office in
the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent
or Collateral Agent, as applicable, gives notice of its resignation or the delivery of such removal notice, then (a) in the
case of a retirement, the retiring Administrative Agent may on behalf of the Lenders and the Issuing Bank, appoint a successor
Administrative Agent or Collateral Agent, as applicable, meeting the qualifications set forth above (including the consent of the
Borrower) or (b) in the case of a removal, the Borrower may, after consulting with the Required Lenders, appoint a successor Administrative
Agent or Collateral Agent, as applicable, meeting the qualifications set forth above; provided that (x) in the case
of a retirement, if such Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted
such appointment or (y) in the case of a removal, the Required Lenders notify the Borrower that no qualifying Person has accepted
such appointment, then, in each case, such resignation or removal shall nonetheless become effective in accordance with such notice
and (i) the retiring or removed Administrative Agent or Collateral Agent, as applicable, shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative
Agent or Collateral Agent, as applicable, on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the retiring
or removed Administrative Agent or Collateral Agent, as applicable, shall continue to hold such collateral security, as bailee,
until such time as a successor Administrative Agent or Collateral Agent, as applicable, is appointed), (ii) all payments, communications
and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and
the Issuing Bank directly (and each Lender and Issuing Bank will cooperate with the Borrower to enable the Borrower to take such
actions), until such time as the Required Lenders or the Borrower, as applicable, appoint a successor Administrative Agent, as
provided for above in this Section 8.06 and (iii) the Borrower and the Lenders agree that in no event shall the retiring
Administrative Agent and Collateral Agent or any of their respective Affiliates or any of their respective officers, directors,
employees, agents advisors or representatives have any liability to the Loan Parties, any Lender or any other Person or entity
for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses
or expenses (whether in tort, contract or otherwise) arising out of the failure of a successor Administrative Agent or Collateral
Agent to be appointed and to accept such appointment. Upon the acceptance of a successor’s appointment as Administrative
Agent or Collateral Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges
and duties of the retiring (or retired) Administrative Agent or Collateral Agent, as applicable, and the retiring Administrative
Agent or Collateral Agent, as applicable, shall be discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this Article). The fees payable by the Borrower to a successor
Administrative Agent or Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between
the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Article VIII and Section 9.03 shall continue in effect for the benefit of such
retiring Administrative Agent or Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative Agent or Collateral Agent was acting as Administrative
Agent or Collateral Agent.


 






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Any resignation or removal
of JPMorgan Chase Bank, N.A. or its successor as Administrative Agent pursuant to this Section 8.06 shall also constitute the resignation
or removal of JPMorgan Chase Bank, N.A. or its successor as an Issuing Bank and, after such resignation or removal, JPMorgan Chase
Bank, N.A. and its successor shall not have any obligation hereunder to issue any new Letter of Credit or to extend or amend any
then existing Letter of Credit issued by it.


 


Notwithstanding anything
to the contrary contained herein, any Issuing Bank may, upon thirty (30) days’ notice to the Borrower, the Administrative
Agent and the Lenders, resign as an Issuing Bank and any Issuing Bank may be removed at any time by the Borrower in accordance
with Section 2.05(k); provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant
Issuing Bank shall have identified a successor Issuing Bank reasonably acceptable to the Borrower willing to accept its appointment
as successor Issuing Bank. In the event of any such resignation or removal of an Issuing Bank, the Borrower shall be entitled to
appoint from among the Lenders willing to accept such appointment a successor Issuing Bank; provided that no failure by the Borrower
to appoint any such successor shall affect the resignation or removal of the relevant Issuing Bank, except as expressly provided
above. If an Issuing Bank resigns or is removed as an Issuing Bank, it shall retain all the rights and obligations of an Issuing
Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation or removal as an Issuing
Bank and all Obligations with respect thereto. If any Issuing Bank resigns or is removed as an Issuing Bank, after such resignation
or removal, such Issuing Bank shall not have any obligation hereunder to issue any new Letter of Credit or to extend or amend any
then existing Letter of Credit issued by it.


 


Section 8.07Non-Reliance
on Agents and Other Lenders. Each Lender and the Issuing Bank acknowledges that it has, independently and without reliance
upon the Administrative Agent, the Collateral Agent or any other Lender or any of their Related Parties and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender
and the Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Collateral
Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon any Loan Document
or any related agreement or any document furnished thereunder.


 


Section 8.08No
Other Duties. Notwithstanding anything herein to the contrary, none of the Agents or Lead Arrangers listed on the cover page
hereof shall have any powers, duties or responsibilities under any Loan Document, except in its capacity, as applicable, as the
Administrative Agent, Collateral Agent, a Lender or an Issuing Bank hereunder.


 






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Section 8.09Collateral
and Guaranty Matters. Each Lender (including in its capacities as Lender Counterparties) hereby agrees, and each holder of
any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the
Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required
Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall
be authorized and binding upon all of the Lenders. Each of the Lenders, the Lender Counterparties and the Issuing Bank irrevocably
authorize each of the Administrative Agent and the Collateral Agent,


 


(a)to
release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent (or any sub-agent thereof)
under any Loan Document (i) upon the Termination Date, (ii) that is sold or to be sold or transferred as part of or in connection
with any sale or other transfer permitted hereunder or under any other Loan Document to a Person that is not a Loan Party or in
connection with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, (iii) that constitutes Excluded Property,
(iv) if the property subject to such Lien is owned by a Loan Party, upon the release of such Loan Party from its Guaranty otherwise
in accordance with the Loan Documents, (v) as to the extent, if any, provided in the Security Documents, (vi) to the extent such
Collateral is comprised of property leased to a Loan Party or (vii) if approved, authorized or ratified in writing in accordance
with Section 9.02;


 


(b)to
release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary (or becomes an
Excluded Subsidiary) as a result of a transaction or designation permitted hereunder;


 


(c)to
subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document
to the holder of any Lien on such property that is permitted under Section 6.02(c), Section 6.02(d), Section 6.02(e)
and Section 6.02(t);


 


(d)enter
into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent or Collateral
Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement, in each case to the extent
such agreements are substantially consistent with the terms set forth on (i) Exhibit K-1 or K-2 annexed hereto
together with (A) any immaterial changes and (B) changes implementing additional extensions of credit permitted under this Agreement,
in each case in form and substance reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood
that junior Liens are not required to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may
secured by Liens that are pari passu with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations);
and


 


(e)to
enter into and sign for and on behalf of the Lenders as Secured Parties the Security Documents for the benefit of the Lenders and
the other Secured Parties.


 






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Upon request by the Administrative Agent
or the Collateral Agent at any time, the Required Lenders (or such greater or fewer number of Lenders as may be required pursuant
to Section 9.02(b)(v) or (vi)) will confirm in writing the Administrative Agent’s or the Collateral Agent’s,
as the case may be, authority to release or subordinate its interest in particular types or items of property, or to release any
Loan Party from its obligations under the Guaranty pursuant to this Section 8.09. In each case as specified in this Section
8.09, the Administrative Agent and the Collateral Agent will (and each Lender hereby authorizes the Administrative Agent and
the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such
Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest
granted under the Security Documents or to subordinate its interest in such item, or to release such Loan Party from its obligations
under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 8.09.


 


Section 8.10Secured
Swap Agents and Secured Cash Management Agents. No Lender Counterparty that obtains the benefits of Section 16 of the
US Collateral Agreement, the Guaranty or any Collateral by virtue of the provisions hereof or of the Guaranty or any Security Document
shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan
Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity
as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision
of this Article VIII to the contrary, neither the Administrative Agent nor the Collateral Agent shall be required to verify
the payment of, or that other satisfactory arrangements have been made with respect to, Secured Swap Obligations or Secured Cash
Management Obligations arising under Secured Swap Agreements or Secured Cash Management Agreements with Lender Counterparties unless
the Administrative Agent has received written notice of such Secured Obligations, together with such supporting documentation as
the Administrative Agent may reasonably request, from the applicable Lender Counterparty.


 


Section 8.11Withholding
Tax. To the extent required by any applicable law (as determined in good faith by the Administrative Agent), the Administrative
Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding tax.
If the IRS or any other Governmental Authority of any jurisdiction asserts a claim that the Administrative Agent did not properly
withhold Tax from amounts paid to or for the account of any Lender for any reason (including because the appropriate form was not
delivered, was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstances
that rendered the exemption from, or reduction of, withholding Tax ineffective), such Lender shall indemnify the Administrative
Agent (to the extent that the Administrative Agent has not already been reimbursed by the Borrower and without limiting the obligation
of the Borrower to do so) fully for, and shall make payable in respect thereof within 30 days after demand therefor, all amounts
paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties and interest, together with
all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. A certificate as to the
amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.
Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender
under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 8.11.
The agreements in this Section 8.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment
of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge
of all other Obligations. For purposes of this Section 8.11, the term “Lender” includes any Issuing Bank and
the Swingline Lender.


 






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Section 8.12Administrative
Agent and Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment or composition under any Debtor Relief Law or any other judicial proceeding
relative to any Loan Party, the Administrative Agent and Collateral Agent (irrespective of whether the principal of any Loan or
LC Exposure shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent or Collateral Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:


 


(a)to
file and prove a claim for the amount of the principal and interest owing and unpaid in respect of the Loans, LC Exposures and
all other Obligations, in each case, that are owing and unpaid by such Loan Party and to file such other documents as may be necessary
or advisable in order to have such claims of the Lenders, the Issuing Bank, the Administrative Agent and Collateral Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Bank, the Administrative
Agent and Collateral Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Bank, the
Administrative Agent and Collateral Agent under Section 2.12 and Section 9.03 which are payable by such Loan Party)
allowed in such judicial proceeding;


 


(b)to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and


 


(c)any
custodian, receiver, assignee, trustee, liquidator, sequestrator, examiner or other similar official in any such judicial proceeding
is hereby authorized by each Lender and the Issuing Bank to make such payments to the Administrative Agent and, if the Administrative
Agent shall consent, to the making of such payments directly to the Lenders and the Issuing Bank, to pay to the Administrative
Agent (and Lenders and Issuing Bank, as applicable) any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section
2.12 and Section 9.03 in each case reimbursable or payable by such Loan Party.


 


Nothing contained herein shall be deemed
to authorize the Administrative Agent or Collateral Agent to authorize or consent to or accept or adopt on behalf of any Lender
or the Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or the Issuing Bank to authorize the Administrative Agent and Collateral Agent to vote in respect of the claim of
any Lender or the Issuing Bank or in any such proceeding, in each case subject to Section 14(d) of the US Collateral Agreement.
The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit
bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of
the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase all or any portion
of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363,
1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, (b) at any
other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of)
the Administrative Agent (whether by judicial action or otherwise) in accordance with applicable law.  In connection with
any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid
on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired
assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion
of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased.


 






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Article
IX

Miscellaneous


 


Section 9.01Notices.
Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by facsimile, as follows:


 


(a)if
to the Parent, the Borrower or any other Loan Party, Micro Focus, The Lawn, 22-30 Old Bath Road, Newbury, Berkshire, RG14 1QN,
Attention: Mike Phillips (Chief Financial Officer), E-mail: mike.phillips@microfocus.com, and a copy to Kirkland & Ellis LLP,
300 North LaSalle, Chicago, Illinois 60654, Attention: Christopher Butler, P.C., Fax: (312) 862-2200;


 


(b)if
to the Administrative Agent or the Collateral Agent, to the address, telecopier number, electronic mail address or telephone number
specified for such Person on Schedule 9.01;


 


(c)if
to an Issuing Bank or Swingline Lender other than the Administrative Agent, to it at the address or facsimile number set forth
separately in writing and delivered to the Borrower and the Administrative Agent; and


 


(d)if
to any other Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.


 


Any party hereto may change its address
or facsimile number for notices and other communications hereunder by notice to the other parties hereto. Subject to Section
9.15, notices and other communications to the Lenders and the Issuing Bank hereunder may also be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Article II
if such Lender or the Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices
under such Article by electronic communication. 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. All notices and other communications given
to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.


 


Section
9.02Waivers; Amendments.(a) (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other
or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the
Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan
Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and
then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting
the generality of the foregoing, the making of a Loan or the issuance, amendment, renewal or extension of a Letter of Credit shall
not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may
have had notice or knowledge of such Default at the time. No notice or demand on the Parent, Holdco or the Borrower in any case
shall entitle the Parent, Holdco or the Borrower to any other or further notice or demand in similar or other circumstances.


 






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(b)Except
as provided in Section 2.20 with respect to any Incremental Facility Amendment, in Section 2.21, with respect to
any Refinancing Amendment, in Section 2.24 with respect to an Extension Offer, with respect to the Term Loan Exchange Notes
in Section 2.25, in Section 9.02(d) with respect to any amendment in respect of Replacement Term Loans and in Section
9.02(h), in Section 9.16 or as otherwise specifically provided below or otherwise provided herein or in a Loan Document,
neither any Loan Document nor any provision thereof may be waived, amended or modified except, in the case of this Agreement, pursuant
to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or, in the case of any other Loan
Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan
Parties that are parties thereto (except as otherwise expressly provided therein), in each case with the consent of the Required
Lenders (other than with respect to any amendment, modification or waiver contemplated in clauses (i) through (x)
in the following proviso, which shall only require the consent of the Lenders expressly set forth therein and not the Required
Lenders), provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of
such Lender (it being understood that a waiver of any condition precedent in Section 9 of Amendment No. 3 or Section 4.02.
of this Agreement or the waiver of any covenant, Default, Event of Default or mandatory prepayment or mandatory reductions of the
Commitments shall not constitute an increase of any Commitment of a Lender), (ii) reduce or forgive the principal amount of
any Loan or LC Disbursement owed to a Lender or reduce the rate of interest thereon owed to such Lender, or reduce any fees payable
hereunder owed to such Lender, without the written consent of such Lender directly and adversely affected thereby, provided
that any waiver of Default or Event of Default or default interest, waiver of a mandatory prepayment or any modification, waiver
or amendment to the financial covenant definitions or financial ratios or any component thereof in this Agreement shall not constitute
a reduction or forgiveness in the interest rates or the fees for purposes of this clause (ii), (iii) except as otherwise
provided hereunder, including without limitation pursuant to Refinancing Amendments pursuant to Section 2.21 or Extensions
pursuant to Section 2.24, postpone the scheduled final maturity of any Loan, or any date for the payment of any interest
or fees payable hereunder, or reduce or forgive the amount of, waive or excuse any such repayment (but not prepayment), or postpone
the scheduled date of expiration of any Commitment, without the written consent of each Lender directly and adversely affected
thereby (it being understood that no amendment, modification or waiver of, or consent to departure from, any condition precedent,
covenant, Default, Event of Default, waiver of default interest, mandatory prepayment or mandatory reduction of the Commitments
shall constitute a postponement of any date scheduled for the payment of principal or interest or an extension of the final maturity
of any Loan or the scheduled termination date of any Commitment), (iv) modify the order of payments set forth in Section 7.04
without the written consent of each Lender directly and adversely affected thereby, (v) change any of the provisions of this Section
9.02(b) or reduce the percentage set forth in the definition of the term “Required
Lenders”, “Required Revolving Lenders” or reduce the percentage in any other provision of any Loan Document
specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder
or make any determination or grant any consent thereunder, without the written consent of each Lender or each Revolving Lender,
as the case may be (or each Lender of such Class, as the case may be) (it being understood that, other than as specifically provided
in this Agreement, including pursuant to (v) the Term Loan Exchange Notes in Section 2.25, (w) Section 9.02(d) with
respect to Replacement Term Loans, (x) any Incremental Facility Amendment (the consent requirements for which are set forth in
Section 2.20), (y) a Refinancing Amendment (the consent requirements for which are set forth in Section 2.21) and
(z) an Extension Offer pursuant to Section 2.24, with the consent of the Required Lenders, additional extensions of credit
pursuant to this Agreement may be included in the determination of the Required Lenders or a particular Class of Lenders on substantially
the same basis as the Term Loans and Revolving Commitments on the Effective Date), (vi) release all or substantially all of the
Guarantors under the Guaranties (except as provided herein or in the applicable Loan Document), without the written consent of
each Lender, (vii) release all or substantially all the Collateral from the Liens of the Security Documents (except as provided
herein or in the applicable Loan Document), without the written consent of each Lender (it being understood that any subordination
of a Lien permitted hereunder shall not constitute a release of a Lien under this section and the granting of any pari passu Liens
in connection with the incurrence of Indebtedness or the granting of Liens otherwise permitted hereunder from time to time (including
pursuant to amendments) shall not constitute a release of Liens), (viii) modify the provisions of Section 9.04(e) in a manner
that directly and adversely affects the protections afforded to an SPV pursuant to the provisions of Section 9.04(e), without
the written consent of each Granting Lender all or any part of whose Loans are being funded by an SPV at the time of such amendment,
modification or waiver, (ix) amend, waive or otherwise modify any term or provision of Section 6.12, Section 7.01
(solely as it relates to Section 6.12), Section 7.03 or the definition of “First Lien Leverage Ratio”
(or any of its component definitions (as used in such Section but not as used in other Sections of this Agreement)) without the
written consent of the Required Revolving Lenders and (x) in connection with an amendment that addresses solely a re-pricing transaction
in which any Class of Term Loans or Revolving Commitments (and the Revolving Loans in respect hereof) is refinanced with a replacement
Class of term loans or revolving commitments (and the revolving loans in respect hereof) bearing (or is modified in such a manner
such that the resulting term loans or revolving commitments (and the revolving loans in respect hereof bear) a lower Yield, only
the consent of the Lenders holding Term Loans or Revolving Commitments (and the Revolving Loans in respect hereof) subject to such
permitted repricing transaction that will continue as a Lender in respect of the repriced tranche of Term Loans or Revolving Commitments
(and the Revolving Loans in respect hereof) or modified Term Loans or Revolving Commitments (and the Revolving Loans in respect
hereof); provided, further, that no such agreement shall directly and adversely amend or modify the rights or duties
of the Administrative Agent, the Collateral Agent or the Issuing Bank without the prior written consent of the Administrative Agent,
the Collateral Agent or the Issuing Bank, as the case may be. In the event an amendment to this Agreement or any other Loan Document
is effected without the consent of the Administrative Agent or Collateral Agent (to the extent permitted hereunder) and to which
the Administrative Agent or Collateral Agent is not a party, the Borrower shall furnish a copy of such amendment to the Administrative
Agent. Notwithstanding the foregoing, no Lender or Issuing Bank consent is required to effect any amendment, modification or supplement
to any intercreditor agreement or arrangement permitted under this Agreement or in any document pertaining to any Indebtedness
permitted hereby that is permitted to be secured by the Collateral, including any Seattle Term Loan, Incremental Term Loan or Incremental
Revolving Loan, any Other Term Loan, Other Revolving Loan or Other Revolving Commitments, Extended Term Loans, Extended Revolving
Loans, any Refinancing Notes, or any Additional Term Notes, Unrestricted Additional Term Notes, Refinancing Notes, Term Loan Exchange
Notes and Permitted First Priority Replacement Debt or Permitted Second Priority Replacement Debt or Additional Debt, for the purpose
of adding the holders of such Indebtedness (or their senior representative) as a party thereto and otherwise causing such Indebtedness
to be subject thereto, to give effect hereto or otherwise carry out the purposes thereof, in each case as contemplated by the terms
of such intercreditor agreement or arrangement permitted under this Agreement, as applicable, together with (A) any immaterial
changes and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance
reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required
to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may be secured by Liens that are pari passu
with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).


 






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(c)In
connection with any proposed amendment, modification, waiver or termination (a “Proposed
Change”) requiring the consent of all Lenders or all directly and adversely affected Lenders, if the consent of
the Required Lenders (or, to the extent any Proposed Change requires the consent of Lenders holding Loans of any Class pursuant
to clause (iv) of paragraph (b) of this Section 9.02, the consent of a majority in interest of the outstanding
Loans and unused Commitments of such Class) (or, in the case of a consent, waiver or amendment involving  directly and adversely
affected Lenders, at least 50.1% of such directly and adversely affected Lenders) to such Proposed Change is obtained, but the
consent to such Proposed Change of other Lenders whose consent is required is not obtained or if a Lender rejects (or is deemed
to reject) an Extension under Section 2.24, a Refinancing Amendment pursuant to Section 2.21 or Replacement Term
Loans pursuant to Section 9.02(d), (any such Lender whose consent is not obtained as described in paragraph (b) of
this Section 9.02 or has rejected (or is deemed to have rejected) such Extension Offer, Refinancing Amendment or Replacement
Term Loans being referred to as a “Non-Consenting Lender”), then, the
Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent, (i) require
such Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment), provided that (a) such Non-Consenting Lender
shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements
and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to
the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), plus,
if the Non-Consenting Lender is a Lender with Term Loans being required to assign Term Loans under this Section 9.02(c)
due solely to its failure to waive, postpone or reduce the prepayment premium set forth in Section 2.11(a) in connection
with a Repricing Transaction, the payment by the assignee of such prepayment premium as if such Term Loans subject to such assignment
were subject to a Repricing Transaction, (b) the Borrower or such assignee shall have paid to the Administrative Agent the processing
and recordation fee specified in clause (b)(ii) of Section 9.04 and (c) such assignee shall have consented to the
Proposed Change or (ii) terminate the Commitment of such Lender or Issuing Bank, as the case may be, and (1) in the case of
a Lender (other than an Issuing Bank), repay all Obligations of the Borrower due and owing to such Lender relating to the Loans
and participations held by such Lender as of such termination date and (2) in the case of an Issuing Bank, repay all Obligations
of the Borrower owing to such Issuing Bank relating to the Loans and participations held by the Issuing Bank as of such termination
date and cancel or backstop on terms reasonably satisfactory to such Issuing Bank any Letters of Credit issued by it; provided
that in the case of any such termination of a Non-Consenting Lender such termination shall be sufficient (together with all other
consenting Lenders and terminated Lenders after giving effect hereto) to cause the adoption of the applicable amendment, modification,
waiver or termination of the applicable Loan Documents.


 






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(d)Notwithstanding
the foregoing, this Agreement may be amended (or amended and restated) solely with the written consent of the Administrative Agent,
the Parent, Holdco, the Borrower and the Lenders providing the relevant Replacement Term Loans (as such term is defined below)
to permit the refinancing of all or any portion of any Class of Term Loans outstanding as of the applicable date of determination
(the “Refinanced Term Loans”) with a replacement term loan tranche
hereunder (the “Replacement Term Loans”), provided that (i)
the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced
Term Loans plus other Indebtedness that could otherwise be incurred hereunder, subject to a dollar-for-dollar usage of any basket
(other than any basket that provides for Replacement Term Loans) set forth in Section 6.01, plus premiums, accrued interest,
fees and expenses in connection therewith, (ii) the Weighted Average Life to Maturity and final maturity of such Replacement Term
Loans shall not be shorter than the Weighted Average Life to Maturity and final maturity of such Refinanced Term Loans at the time
of such refinancing (without giving effect to amortization for periods where amortization has been eliminated as a result of a
prepayment of the applicable Refinanced Term Loans), (iv) the mandatory prepayment and optional prepayment provisions of the Replacement
Term Loans shall not require more than pro rata payments and may permit optional prepayments and mandatory prepayments to be paid
in respect of the Term Loans not constituting Refinanced Term Loans, and (v) (A) the obligations in respect thereof shall not be
secured by Liens on the assets of the Parent and its Restricted Subsidiaries, other than assets constituting Collateral and (B)
no Restricted Subsidiary is a borrower or a guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a
Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations and
(vi) the covenants and events of default (other than maturity, fees, discounts, interest rate, redemption terms and redemption
premiums, which shall be determined in good faith by the Borrower) shall be on market terms at the time of issuance (as determined
in good faith by the Borrower) of such Replacement Term Loans; provided that such Indebtedness (other than Indebtedness
consisting of revolving commitments and revolving loans) shall not have the benefit of any financial maintenance covenant unless
(x) the Initial Term Loans have the benefit of such financial maintenance covenant on the same terms or (y) the Initial Term
Loans have in the future been provided with the benefit of a financial maintenance covenant, in which case such Indebtedness issued
after such future date may be provided with the benefit of the same financial maintenance covenant on the same terms.


 


(e)The
Lenders and the Issuing Bank, and all other Secured Parties hereby irrevocably agree that the Liens granted to the Collateral Agent
by the Loan Parties on any Collateral shall, at the sole cost and expense of the Borrower, be automatically released (i) upon the
occurrence of the Termination Date of this Agreement, (ii) upon the sale or other disposition of such Collateral (as part of or
in connection with any other sale or other disposition permitted hereunder) to any Person other than another Loan Party or in connection
with the designation of any Restricted Subsidiary as an Unrestricted Subsidiary, to the extent such sale or other disposition is
made in compliance with the terms of this Agreement, (iii) to the extent such Collateral is comprised of property leased to a Loan
Party, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage
of the Lenders whose consent may be required in accordance with this Section 9.02), (v) to the extent such property constitutes
Excluded Property, (vi) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of
such Guarantor from its obligations under the applicable Guaranty (in accordance with the following sentence) to the extent such
release of a Guarantor is made in compliance with the terms of this Agreement and (vii) as required to effect any sale or other
disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Loan Documents. Any
such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released)
upon (or obligations (other than those being released) of the Loan Parties in respect of all interests retained by the Loan Parties,
including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent comprised
of Excluded Property or otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders,
Issuing Bank, and all other Secured Parties, hereby irrevocably agree that each Subsidiary Loan Party shall be released from the
Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted
Subsidiary (or becoming an Excluded Subsidiary). The Lenders, Issuing Bank, and all other Secured Parties, hereby authorize the
Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements
necessary or desirable to evidence and confirm the release of any Loan Party’s Guaranty or Collateral pursuant to the foregoing
provisions of this paragraph, all without the further consent or joinder of any Lender, Issuing Bank or other Secured Party.


 






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(f)No
Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment,
waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent
of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not
be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent
of all Lenders pursuant to Sections 9.02(b)(v) or 9.02(b)(vi) or each directly and adversely affected Lender pursuant
to Sections 9.02(b)(ii) or 9.02(b)(iii) that, by its terms, directly and adversely affects any Defaulting Lender
disproportionately in relation to other affected Lenders shall require the consent of such Defaulting Lender.


 


(g)This
Agreement may be amended (or amended and restated) solely with the written consent of the Required Lenders 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 the Revolving Loans 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. Further, (x) the
LC Sublimit may be increased with the consent of the Required Revolving Lenders, each Issuing Bank and the Administrative Agent
and (y) the Swingline Sublimit may be increased with the consent of the Required Revolving Lenders, the Swingline Lender and the
Administrative Agent.


 


(h)Notwithstanding
the foregoing, this Agreement and any other Loan Document may be amended solely with the consent of the Administrative Agent and
the Borrower without the need to obtain the consent of any other Lender if such amendment is delivered in order to correct or cure
(x) ambiguities, errors, omissions, defects, (y) to effect administrative changes of a technical or immaterial nature or (z) incorrect
cross references or similar inaccuracies in this Agreement or the applicable Loan Document, in each case and the same is not objected
to in writing by the Required Lenders within five Business Days following receipt of notice thereof. Guarantees, collateral documents,
security documents, intercreditor agreements, and related documents executed in connection with this Agreement may be in a form
reasonably determined by the Administrative Agent or Collateral Agent, as applicable, and may be amended, modified, terminated
or waived, and consent to any departure therefrom may be given, without the consent of any Lender if such amendment, modification,
waiver or consent is given in order to (x) comply with local law or advice of counsel or (y) cause such guarantee, collateral
document, security document or related document to be consistent with or to give effect to or to carry out the purpose of this
Agreement and the other Loan Documents. The Borrower and the Administrative Agent may, without the consent of any other Lender,
effect amendments to this Agreement and the other Loan Documents as may be necessary in the reasonable opinion of the Borrower
and the Administrative Agent to effect the provisions of Sections 2.20, Section 2.21, Section 2.24,
Section 2.25 and Section 9.02(d) or (g).


 






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Section
9.03Expenses; Indemnity; Damage Waiver(a). (a) The Borrower shall pay within 30 days after receipt of reasonably detailed
documentation therefor, (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Collateral
Agent, including the reasonable and documented fees, charges and disbursements of a single counsel for the Agents (in addition
to one local counsel in each relevant material jurisdiction to the extent reasonably necessary in connection with due diligence
performed in connection with the arrangement of the credit facilities provided for herein, the syndication of the credit facilities
provided for herein, the preparation and administration of the Loan Documents and not paid on the Effective Date or any amendments,
modifications or waivers of the provisions thereof (whether or not the transactions contemplated thereby shall be consummated),
(ii) all reasonable and documented out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment,
renewal or extension of any Letter of Credit and (iii) all reasonable and documented out-of-pocket expenses incurred by the Administrative
Agent and the Collateral Agent, including the reasonable fees, charges and disbursements of a single counsel for the Administrative
Agent, the Collateral Agent, the Issuing Bank, the Lenders, and other Secured Parties (in addition to a single local counsel in
each relevant material jurisdiction to the extent reasonably necessary, in connection with the enforcement of any rights under
this Agreement or any other Loan Documents, including rights under this Section, or in connection with the Loans made or Letters
of Credit issued hereunder; provided, the Borrower shall not be obligated to pay for any third party advisors or consultants
(in addition to those set forth in the immediately preceding clause (iii)), except following an Event of Default with respect
to which the Required Lenders have accelerated the Loans or are pursing remedies, in which case the Borrower shall pay the reasonable
and documented out-of-pocket expenses of one additional advisor to the extent the Borrower has provided its prior written consent
(in its sole discretion).


 


(b)Without
duplication of the expense reimbursement obligations pursuant to paragraph (a) above, the Borrower shall indemnify the Administrative
Agent, the Collateral Agent, the other Agents, the Lead Arrangers, the Issuing Bank, and each Lender, and each Related Party of
any of the foregoing Persons (each such Person being called an “Indemnitee”),
against, and hold each Indemnitee harmless from, any and all reasonable and documented out-of-pocket costs, actual losses, claims,
damages, liabilities and related expenses, excluding in any event lost profits, but (x) including the reasonable and documented
fees, charges and disbursements of a single counsel for the Indemnitees (in addition to one local counsel in each relevant material
jurisdiction to the extent reasonably necessary and, in the event a conflict of interest arises, one additional counsel for the
conflicted Indemnitees (taken as a whole)) and (y) excluding (i) any allocated costs of in-house counsel and (ii) any third party
advisors or consultants (in addition to those set forth in the immediately preceding clause (x)), except in the case of
this clause (y)(ii) following an Event of Default with respect to which the Required Lenders have accelerated the Loans
or are pursing remedies, in which case the Borrower shall pay the reasonable and documented out-of-pocket expenses of one additional
advisor to the extent the Borrower has provided its prior written consent (in its sole discretion), incurred by or asserted against
any Indemnitee by any third party or by the Parent or any Restricted Subsidiary arising out of, in connection with, or as a result
of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated thereby, the performance
by the parties to the Loan Documents of their respective obligations thereunder or the use of proceeds therefrom and (ii) any actual
or alleged presence or Release of Hazardous Materials involving or attributable to the Parent or any of its Restricted Subsidiaries,
whether or not any such Indemnitee shall be designated as a party or a potential party thereto and whether or not such matter is
initiated by the Parent or any of its respective Affiliates or shareholders, and any fees or expenses incurred by Indemnitees in
enforcing this indemnity, in each case, regardless of whether any such Indemnitee is a party thereto or whether such claim, litigation
or other proceeding is brought by a third party or by the Borrower or any of its Affiliates (collectively, the “Indemnified
Liabilities”), provided that, no Indemnitee will be indemnified (a)  for its (or any of its Related Parties,)
willful misconduct, bad faith, fraud or gross negligence (to the extent determined in a final non-appealable order of a court of
competent jurisdiction), (b) for its (or any of its affiliate’s or any of its officers’, directors’, employees’,
agents’, representative’s and controlling persons’) material breach of its or any of its Related Parties’
obligations under the Loan Documents (to the extent determined in a final non-appealable order of a court of competent jurisdiction),
(c) for any dispute among Indemnitees that does not involve an act or omission by the Parent or any Subsidiary (other than
any claims against an Agent or a Lead Arranger in their capacity as such and subject to clause (a) above), (d) in its
capacity as a financial advisor of the Company, the Parent or any of their subsidiaries in connection with the Seattle Acquisition
or any other potential acquisition or as a co-investor in the Transactions or any potential acquisition or (e) any settlement
effected without Borrower’s prior written consent, but if settled with the Borrower’s prior written consent (not to
be unreasonably withheld or delayed) or if there is a final judgment against an Indemnitee in any such proceedings, the Borrower
will indemnify and hold harmless each Indemnitee from and against any and all actual losses, claims, damages, liabilities and expenses
by reason of such settlement or judgment in accordance with this Section; provided further that (1) Borrower shall
not have any obligation to any Indemnitee under this Section 9.03 that is a Defaulting Lender or that is an Indemnitee by
virtue of being a Related Party of a Defaulting Lender for any Indemnified Liabilities arising from such Defaulting Lender’s
failure to fund its Commitment and (2) to the extent of any amounts paid to an Indemnitee in respect of this Section 9.03
for Indemnified Liabilities, such Indemnitee, by its acceptance of the benefits hereof, agrees to refund and return any and all
amounts paid by the Borrower to it if, pursuant to operation of any of the foregoing clauses (a) through (e), such
Indemnitee was not entitled to receipt of such amount.


 






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(c)To
the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent
or the Issuing Bank under paragraph (a) or (b) of this Section, and without limiting the Borrower’s obligation
to do so, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent or the Issuing Bank, as the case
may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent or the
Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata
share” shall be determined based upon (i) in the case of unpaid amounts owing to the Administrative Agent, its
share of the aggregate Revolving Exposures, outstanding Term Loans and unused Commitments at the time and (ii) in the case of unpaid
amounts owing to the Issuing Bank, its share of the aggregate Revolving Exposure and unused Revolving Commitments at such time.
The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which
shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)).


 


(d)To
the extent permitted by applicable law, none of the Parent, Holdco, the Borrower, any Agent, any Lender, the Issuing Bank, any
other party hereto or any Indemnitee shall assert, and each such Person hereby waives and releases, any claim against any other
such Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising
out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any or any agreement or
instrument contemplated hereby or referred to herein, the transactions contemplated hereby or thereby, or any act or omission or
event occurring in connection therewith, and each such Person further agrees not to sue upon any such claim or any such damages,
whether or not accrued and whether or not known or suspected to exist in its favor; provided that the foregoing shall in
no event limit the Borrower’s indemnification obligations under clause (b) above to the extent such special, indirect,
consequential or punitive damages are included in any third-party claim in connection with which such Indemnitee is otherwise entitled
to indemnification hereunder.


 


(e)In
case any proceeding is instituted involving any Indemnitee for which indemnification is to be sought hereunder by such Indemnitee,
then such Indemnitee will promptly notify the Borrower of the commencement of any proceeding; provided, however,
that the failure to do so will not relieve the Borrower from any liability that it may have to such Indemnitee hereunder, except
to the extent that the Borrower is materially prejudiced by such failure.  Notwithstanding the above, following such notification,
the Borrower may elect in writing to assume the defense of such proceeding, and, upon such election, the Borrower will not be liable
for any legal costs subsequently incurred by such Indemnitee (other than reasonable costs of investigation and providing evidence)
in connection therewith, unless (i) the Borrower has failed to provide counsel reasonably satisfactory to such Indemnitee
in a timely manner, (ii) counsel provided by the Borrower reasonably determines its representation of such Indemnitee would
present it with a conflict of interest or (iii) the Indemnitee reasonably determines that there are actual conflicts of interest
between the Borrower and the Indemnitee, including situations in which there may be legal defenses available to the Indemnitee
which are different from or in addition to those available to the Borrower.


 


(f)Notwithstanding
anything to the contrary in this Agreement, no party hereto or any Indemnitee shall be liable for any damages arising from the
use by others of information or other materials obtained through electronic, telecommunications or other information transmission
systems (including IntraLinks or SyndTrak Online), in each case, except to the extent any such damages are found in a final non-appealable
judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of, or
material breach of this Agreement or the other Loan Documents by, such Indemnitee (or its officers, directors, employees, Related
Parties or Affiliates).


 


(g)Except
to the extent otherwise expressly provided herein, all amounts due under this Section shall be payable within 30 days after receipt
of reasonably detailed documentation therefor.


 


(h)This
Section 9.03 shall not apply to Taxes, except for Taxes which represent costs, losses, claims, etc. with respect to a non-Tax
claim.


 






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Section 9.04Successors
and Assigns.


 


(a)The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) except
as otherwise permitted herein, the Borrower may not assign or otherwise transfer any of their rights or obligations hereunder without
the prior written consent of each Lender (and any such 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 (and any attempted assignment or transfer by such Lender otherwise shall be null and void). Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors
and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (solely
to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.


 


(b)(i)
Subject to the express conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans
at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of (A) the Borrower,
provided that no consent of the Borrower shall be required for an assignment of all or any portion of a Loan or Commitment
to (I) (A) in the case of a Revolving Loan or a Revolving Commitment, to a Revolving Lender, an Affiliate of a Revolving Lender
or an Approved Fund of a Revolving Lender and (B) in the case of a Term Loan or Term Commitment only, to a Lender, an Affiliate
of a Lender or an Approved Fund of a Lender (as defined below) or (II) if an Event of Default under Sections 7.01(a), 7.01(b),
7.01(h) or 7.01(i) with respect to the Borrower or a Guarantor has occurred and is continuing; provided that
the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice
to the Administrative Agent within ten (10) Business Days after a Responsible Officer having received written notice thereof, (B)
the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of all
or any portion of a Loan or Commitment to a Lender, an Affiliate of a Lender or an Approved Fund or pursuant to Section 2.11(i)
and (C) in the case of any assignment of a Revolving Commitment, the Swingline Lender and the Issuing Bank, provided that
no consent of the Swingline Lender or such Issuing Bank shall be required for any assignment of a Term Loan or any assignment to
any then existing Revolving Lender or to the Parent or any Subsidiary pursuant to Section 2.11(i).


 


(ii)Assignments
shall be subject to the following additional express conditions: (A) except in the case of an assignment to a Lender, an Affiliate
of a Lender or an Approved Fund, or pursuant to Section 2.11(i), an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $5,000,000 (or, in the case of Commitments or Loans denominated in Euros, €5,000,000) or, in
the case of a Term Commitment or a Term Loan, $1,000,000 (or, in the case of Term Commitments or Term Loans denominated in Euros,
€1,000,000) (it being understood and agreed that such minimum amount shall be aggregated for two or more simultaneous assignments
by or to two or more Approved Funds), unless the Borrower and the Administrative Agent otherwise consent (such consent not to be
unreasonably withheld or delayed), provided that no such consent of Borrower shall be required if an Event of Default under
Section 7.01(a), 7.01(b), 7.01(h) or 7.01(i) with respect to the Borrower or a Guarantor has occurred
and is continuing, (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement, provided that this clause (B) shall not be construed to prohibit assignment
of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans,
(C) the parties to each assignment shall (1) execute and deliver to the Administrative Agent an Assignment and Assumption, via
an electronic settlement system acceptable to the Administrative Agent or (2) if previously agreed with the Administrative Agent,
manually execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation
fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that such processing
and recordation fee shall not be payable in the case of assignments by any Arranger or any Affiliate thereof, provided that
assignments made pursuant to Section 2.19 or Section 9.02(c) shall not require the signature of the assigning Lender
to become effective and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire (in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may
contain material non-public information about the Loan Parties and their Related Parties or their respective securities) will be
made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable
laws, including Federal, state and foreign securities laws) and any tax forms required by Section 2.17(e). 


 






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For purposes of paragraph
(b) of this Section, the terms “Approved Fund” and “CLO”
have the following meanings:


 


“Approved
Fund” means (a) a CLO and (b) with respect to any Lender that is a fund that invests in bank loans and similar
extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment
advisor as such Lender or by an Affiliate of such investment advisor.


 


“CLO”
means an entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course and is administered or managed by a Lender or an
Affiliate of such Lender.


 


(iii)Subject
to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.15,
Section 2.16, Section 2.17 and Section 9.03 and to any fees payable hereunder that have accrued for such Lender’s
account but have not yet been paid).


 


(iv)The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each
Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the
Commitment of, and principal and related interest amounts of the Loans and LC Disbursements owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”). The entries in the
Register shall be conclusive absent manifest error, and the Parent, Holdco, the Borrower, the Administrative Agent, the Issuing
Bank 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, the Issuing Bank and, with respect to its own interests only, any Lender, at any reasonable time and from time to time
upon reasonable prior notice. This Section 9.04(b)(iv) shall be construed so that the Loans and unreimbursed LC Disbursements
are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of
the Code.


 


(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 and any tax forms required by Section 2.17(e), as applicable (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section (to
the extent required) 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.


 


(vi)The
words “execution,” “signed,”
“signature” and words of like import in or related to any document to be signed
in connection with this Agreement and the transaction contemplated hereby (including, without limitation, any Assignment and Assumption,
amendments or other Borrowing Requests, Swingline Loan Notices, waivers and consents) shall be deemed to include electronic signatures,
the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent
or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as an
original executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State
Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act.


 






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(c)Any
Lender may, without the consent of the Borrower, the Administrative Agent or the Issuing Bank, sell participations to any Person
(other than a natural person, any Defaulting Lender, any Direct Competitor or Disqualified Lender to the extent the lists thereof
have been made available to the Lenders) (a “Participant”) in all or
a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and
the Loans owing to it), provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B)
such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) Holdco, the
Borrower, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement and (D) such Person shall not be entitled
to exercise any rights of a Lender under the Loan Documents.


 


Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents
and to approve any amendment, modification or waiver of any provision of the Loan Documents, provided that such agreement
or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver described in clause (ii), (iii), (v) or (vi) of the first proviso to Section 9.02(b)
that directly and adversely affects such Participant. Subject to the paragraph below, the Borrower agrees that each Participant
shall be entitled to the benefits of Section 2.15 and Section 2.17 (subject to the limitations and requirements of
such Sections, including Section 2.17(e) and Section 2.19) to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to paragraph (b) of this Section. Each Lender that sells a participation shall, acting
solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of
each Participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations
under this Agreement (the “Participant Register”); provided
that no Lender shall have the obligation to disclose all or a portion of the Participant Register (including the identity of the
Participant or any information relating to a Participant’s interest in any Loans or other obligations under any Loan Document)
to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish
that any loans are in registered form for U.S. federal income tax purposes. The entries in the Participant Register shall be conclusive
absent manifest error, and the Borrower and such Lender shall treat each person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. This Section
shall be construed so that the Loan Documents are at all times maintained in “registered form” within the meaning of
Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.


 


A Participant shall not be entitled to
receive any greater payment under Section 2.15 or Section 2.17 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, except to the extent the right to a greater payment results
from a Change in Law after the Participant becomes a Participant or the sale of the participation to such Participant is made with
the Borrower’s prior written consent.


 


(d)Any
Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment
to secure obligations to a Federal Reserve Bank and including any pledge or assignment to any holders of obligations owed, or securities
issued, by such Lender (including to any trustee for, or any other representative of, such holders), and this Section shall not
apply to any such pledge or assignment of a security interest, provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.


 






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(e)Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”)
may grant to a special purpose funding vehicle organized and administered by such Granting Lender (an “SPV”),
identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option
to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower
pursuant to this Agreement, provided that (i) nothing herein shall constitute a commitment by any SPV to make any Loan and
(ii) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender
shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment
of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPV, such party will not institute against, or join any other person in instituting
against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof, provided that each Lender designating any SPV hereby agrees to indemnify and hold harmless
each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against
such SPV during such period of forbearance. In addition, notwithstanding anything to the contrary contained in this Section
9.04, any SPV may (i) with notice to, but without the prior written consent of, the Borrower and the Administrative Agent and
without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to
any financial institutions (consented to by the Borrower and Administrative Agent) other than Disqualified Lenders providing liquidity
or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) subject to Section
9.13, disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper
dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPV other than any Disqualified Lender.
The Borrower agrees that each SPV shall be entitled to the benefits of Section 2.15 and Section 2.17 (subject to
the limitations and requirements of such Sections, including Section 2.17(e), and Section 2.19) to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. An SPV shall
not be entitled to receive any greater payment under Section 2.15 or Section 2.17 than the applicable Granting Lender
would have been entitled to receive with respect to the interest granted to such SPV, except to the extent the grant to such SPV
is made with the Borrower’s prior written consent.


 






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(f)No
such assignment shall be made (A) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender
hereunder, would constitute any of the foregoing Persons described in this clause (A), or (B) to a natural person.


 


(g)In
connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective
unless and until, in addition to the other express conditions thereto set forth herein, the parties to the assignment shall make
such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions,
including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent),
to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender
hereunder (and interest accrued thereon) and (y) except with respect to the assignment of Revolving Loans or Revolving Commitments
to Parent and its Subsidiaries, acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters
of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any
assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance
with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes
of this Agreement until such compliance occurs.


 


(h)Disqualified
Lenders and Direct Competitors. The Parent, on behalf of itself and its Affiliates, the Borrower and the Lenders, expressly
acknowledge that the Administrative Agent (in its capacity as such or as an arranger, bookrunner or other agent hereunder) shall
not have any obligation to monitor, ascertain or inquire whether assignments or participations are made to Disqualified Lenders,
Direct Competitors or Excluded Affiliates or enforce provisions with respect thereto or (y) have any liability with respect to
or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender,
Direct Competitor or Excluded Affiliate.


 


Section 9.05Survival.
All representations and warranties made by the Loan Parties in the other Loan Documents and in the certificates or other instruments
delivered in connection with or pursuant to any Loan Document shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters
of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative
Agent, the Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at
the time any credit is extended hereunder.


 


Section 9.06Counterparts;
Integration. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement
and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Parent, Holdco or the Borrower, the Administrative Agent, nor any Lender relative
to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy or electronic transmission (including Adobe pdf file) shall be effective
as delivery of a manually executed counterpart of this Agreement.


 






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Section 9.07Severability.
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 9.07, if and to the
extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief
Laws, as determined in good faith by the Administrative Agent or the Issuing Bank, as applicable, then such provisions shall be
deemed to be in effect only to the extent not so limited.


 


Section 9.08Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and Issuing Bank is hereby authorized
at any time and from time to time, after obtaining the prior written consent of the Administrative Agent and the Required Lenders,
to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency, but
not any tax accounts, trust accounts, withholding or payroll accounts) at any time held and other obligations (in whatever currency)
at any time owing by such Lender or an Issuing Bank to or for the credit or the account of the Borrower against any and all of
the Obligations of the Borrower now or hereafter existing under this Agreement held by such Lender or the Issuing Bank, but only
to the extent then due and payable; provided that in the event that 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 Section 2.22 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 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 setoff. The rights of each Lender and the Issuing Bank under this
Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or Issuing Bank may have.
Each Lender and the Issuing Bank agree promptly to notify the Borrower and the Administrative Agent of such setoff and application
made by such Lender, provided that any failure to give or any delay in giving such notice shall not affect the validity
of any such setoff and application under this Section.


 


Section 9.09Governing
Law; Jurisdiction; Consent to Service of Process.


 


(a)This
Agreement shall be construed in accordance with and governed by the law of the State of New York.


 


(b)Each
of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan
Document, 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 shall be heard and determined in such New York State or, to
the extent permitted by law, in such Federal 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. Notwithstanding the foregoing, nothing in any Loan Document shall affect any right that the Administrative Agent, the Collateral
Agent or any Lender may otherwise have to bring any action or proceeding relating to any Loan Document against the Parent, Holdco,
the Borrower or their respective properties in the courts of any jurisdiction.


 






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(c)Each
of the parties hereto hereby irrevocably and unconditionally 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 any Loan Document in any court referred to in paragraph (b) 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.


 


(d)Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in any Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
Each of the Parent and Holdco agrees that service of process in any action or proceeding brought in the State of New York may be
made upon the Borrower, and each of the Parent and Holdco confirms and agrees that the Borrower has been duly and irrevocably appointed
as its agent and true and lawful attorney-in-fact in its name, place and stead to accept such service. Nothing herein shall in
any way be deemed to limit the ability of any Agent to serve any such process in any other manner permitted by applicable law or
to obtain jurisdiction over each of the Parent and Holdco in such other jurisdictions, and in such manner, as may be permitted
by applicable law.


 


Section 9.10WAIVER
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 ANY LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 






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Section 9.11Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


Section 9.12Confidentiality.
Each of the Administrative Agent, the other Agents, the Issuing Bank and the Lenders agrees to keep confidential, and not to publish,
disclose or otherwise divulge, the Information (as defined below), except that Information may be disclosed (a) to its and its
Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors on a “need
to know” basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential, provided that the relevant Lender shall
be responsible for such compliance and non-compliance), (b) to the extent requested by any bank regulatory authority having jurisdiction
over the Administrative Agent, any other Agent, the Issuing Bank, the Swingline Lender and/or the Lenders, as applicable, provided
that, other than in connection with any audit or examination conducted by bank accountants or any governmental, regulatory or self-regulatory
authority exercising examination or regulatory authority, prior notice shall have been given to the Borrower, to the extent permitted
by applicable laws or regulations, (c) to the extent required by (i) any order of any court or administrative agency having jurisdiction
over the Administrative Agent, any other Agent, the Issuing Bank and/or the Lenders, as applicable, (ii) any pending legal judicial
or administrative proceeding with the power to bind the Administrative Agent, any other Agent, the Issuing Bank and/or the Lenders,
as applicable, and (iii) applicable laws or regulations or by any compulsory legal process, provided that, other than in
connection with any audit or examination conducted by bank accountants or any governmental, regulatory or self-regulatory authority
exercising examination or regulatory authority, the Administrative Agent, any other Agent, the Issuing Bank and/or the Lenders,
as applicable, shall use commercially reasonable efforts to give prior notice to the Borrower, to the extent permitted by applicable
laws or regulations, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or
any suit, action or proceeding relating to any Loan Document or the enforcement of rights thereunder, including establishing any
defense under applicable securities laws, (f) subject to an agreement containing provisions substantially the same as those of
this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement, in each case, except to any Direct Competitor or Disqualified Lender to the extent that a list
thereof is made available to the Lenders, or (ii) any actual or prospective Lender Counterparty to any Secured Swap Agreement relating
to any Loan Party and its obligations under the Loan Documents, in each case, except to any Direct Competitor or Disqualified Lender,
(g) with the written consent of the Borrower, (h) to the extent such Information (I) becomes publicly available other than as a
result of a breach of this Section or (ii) becomes available to the Administrative
Agent, any other Agent, an Issuing Bank or any Lender on a nonconfidential basis from a source other than the Parent, Holdco or
the Borrower (provided that the source is not actually known (after due inquiry) by such disclosing party to be bound by
an agreement containing provisions substantially the same as those contained in this confidentiality provision), (i) on a confidential
basis in consultation with the Borrower (x) to the extent the Borrower has failed to comply with Section 5.15, to any rating
agency in connection with rating the Parent, Holdco or the Borrower or the facilities hereunder or (y) to the CUSIP Service Bureau,
Clearpar or Loanserv or any similar agency, solely to the extent such information is necessary in connection with the issuance
and monitoring of CUSIP numbers, settlement of assignments or other general administrative functions with respect to the facilities
or (j) to the extent independently developed by such the Administrative Agent, other Agent, Issuing Bank, Swingline Lender and/or
Lender, as applicable, without reliance on confidential information or any other information available as a result of a breach
of confidentiality obligations.. For the purposes of this Section the term “Information”
means all information received from or on behalf of the Parent, Holdco or the Borrower or any of their Subsidiaries relating to
the Parent, Holdco or the Borrower or any of their Subsidiaries or any of their respective businesses, other than any such information
that is available to the Administrative Agent, any other Agent, the Issuing Bank or any Lender on a nonconfidential basis prior
to disclosure by, and from a source other than, the Parent, Holdco or the Borrower or any of their Subsidiaries that to the disclosing
party’s knowledge (after due inquiry) is not in violation of any confidentiality obligation owed to the Parent, Holdco or
the Borrower or any of their Subsidiaries.


 






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


 


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


 


Section 9.13Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan or
participation in any LC Disbursement, together with all fees, charges and other amounts that are treated as interest on such Loan
or LC Disbursement or participation therein under applicable law (collectively, the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) that may
be contracted for, charged, taken, received or reserved by the Lender holding such Loan or LC Disbursement or participation therein
in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable
in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been
payable in respect of such Loan or LC Disbursement or participation therein but were not payable as a result of the operation of
this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or LC Disbursement
or participation therein or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 


Section 9.14USA
Patriot Act. Each Lender and Issuing Bank that is subject to the Patriot Act (as hereinafter defined) and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required
to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the
Loan Parties and other information that will allow such Lender, such Issuing Bank or the Administrative Agent, as applicable, to
identify the Loan Parties in accordance with the Patriot Act.


 






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Section 9.15Direct
Website Communication. Each of the Parent and the Borrower may, at its option, provide to the Administrative Agent any information,
documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents, including,
without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information
materials (all such communications being referred to herein collectively as “Communications”), by (i) posting
such documents, or providing a link thereto, on the Parent’s or the Borrower’s website, (ii) such documents being posted
on the Parent’s and/or the Borrower’s behalf on an Internet or Intranet website, if any, to which the Administrative
Agent has access (whether a commercial third-party website or a website sponsored by the Administrative Agent) or (iii) by transmitting
the Communications in an electronic/soft medium to the Administrative Agent at an email address provided by the Administrative
Agent from time to time; provided that (i) promptly following written request by the Administrative Agent, the Borrower
shall continue to deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until
a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which
may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents. Each Lender shall be solely
responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative
Agent and maintaining its copies of such documents. Nothing in this Section 9.15 shall prejudice the right of the Parent,
Holdco, the Borrower, the Administrative Agent, any other Agent or any Lender to give any notice or other communication pursuant
to any Loan Document in any other manner specified in such Loan Document.


 


The Administrative Agent
agrees that the receipt of the Communications by the Administrative Agent at its e-mail address in Section 9.01 shall constitute
effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that
notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute
effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (A) to notify the
Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address
to which the foregoing notice may be sent by electronic transmission and (B) that the foregoing notice may be sent to such e-mail
address. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address
shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return
receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall
be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such notice or communication is available and
identifying the website address therefor.


 






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Each of the Parent, Holdco,
the Borrower, the Administrative Agent and the Issuing Bank and the Swingline Lender may change its address, electronic email
address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each
other Lender may change its address, electronic email address, telecopier or telephone number for notices and other communications
hereunder by notice to the Borrower, the Administrative Agent and the Issuing Bank and the Swingline Lender. In addition, each
Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an
effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications
may be sent and (ii) accurate wire instructions for such Lender.


 


Section 9.16Intercreditor
Agreement Governs. Each Lender and Agent (a) hereby agrees that it will be bound by and will take no actions contrary to the
provisions of the Pari Passu Intercreditor Agreement any other intercreditor agreement or subordination agreement entered into
pursuant to the terms hereof, (b) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into
the Pari Passu Intercreditor Agreement and each other intercreditor agreement or subordination agreement and any other intercreditor
agreement or subordination agreement entered into pursuant to the terms hereof and to subject the Liens securing the Secured Obligations
to the provisions thereof and (c) hereby authorizes and instructs the Administrative Agent and the Collateral Agent to enter into
the Pari Passu Intercreditor Agreement and any other intercreditor agreement or subordination agreement that includes, or to amend
the Pari Passu Intercreditor Agreement any then existing intercreditor agreement or subordination agreement to provide for, the
terms described in the definition of the terms “Permitted First Priority Replacement Debt” or “Permitted Second
Priority Replacement Debt” or other “First Lien Senior Secured Note” or the Collateral Agent, as applicable or
as otherwise provided for by the terms of this Agreement; provided that in each case, such intercreditor agreement is substantially
consistent with the terms set forth on Exhibit K-1 or K-2 annexed hereto together with (A) any immaterial changes
and (B) changes implementing additional extensions of credit permitted under this Agreement, in each case in form and substance
reasonably satisfactory to the Administrative Agent and/or Collateral Agent (it being understood that junior Liens are not required
to be pari passu with other junior Liens, and that Indebtedness secured by junior Liens may secured by Liens that are pari passu
with, or junior in priority to, other Liens that are junior to the Liens securing the Obligations).


 


Section 9.17Judgment
Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or under
any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative
Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement
(the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the
Administrative Agent or the relevant Lender of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent
or the relevant Lender may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency.
If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or such Lender
from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment,
to indemnify the Administrative Agent, or the Person to whom such obligation was owing against such loss. If the amount of the
Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or such Lender in such currency,
the Administrative Agent or such Lender agrees to return the amount of any excess to the Borrower (or to any other Person who may
be entitled thereto under applicable law).


 






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Section 9.18No
Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in
connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and the
Parent acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and
other services regarding this Agreement provided by the Administrative Agent, the other Agents and the Lead Arrangers and the making
of the Loans and Commitments by the Lenders are arm’s-length commercial transactions between the Borrower, the Parent and
their respective Affiliates, on the one hand, and the Administrative Agent, the other Agents and the Lead Arrangers, on the other
hand, (B) each of the Borrower and the Parent has consulted its own legal, accounting, regulatory and tax advisors to the extent
it has deemed appropriate, and (C) each of the Borrower and the Parent is capable of evaluating, and understands and accepts, the
terms, risks and express conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative
Agent, each other Agent, each Lead Arranger, and each Lender is and has been acting solely as a principal and, except as expressly
agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the
Borrower, the Parent or any of their respective Affiliates, or any other Person and (B) none of the Administrative Agent, any other
Agent, any Lead Arranger or any Lender has any obligation to the Borrower, the Parent or any of their respective Affiliates with
respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents;
and (iii) the Administrative Agent, the other Agents, the Lead Arrangers and the Lenders their respective Affiliates may be engaged
in a broad range of transactions that involve interests that differ from those of the Borrower, the Parent and their respective
Affiliates, and none of the Administrative Agent, any other Agent, any Lead Arrangers or any Lender has any obligation to disclose
any of such interests to the Borrower, the Parent or any of their respective Affiliates. To the fullest extent permitted by law,
the Borrower and the Parent each hereby waive and release any claims that it may have against the Administrative Agent, the other
Agents, the Lead Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection
with any aspect of any transaction contemplated hereby.


 


Section 9.19[Reserved].


 






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Section 9.20Acknowledgment
and Consent to Bail-In of EEA 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
Lender that is an EEA 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 an EEA Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:


 


(a)the application of any Write-Down
and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any
Lender party hereto that is an EEA Financial Institution; and


 


(b)the effects of any Bail-In Action
on any such liability, including, if applicable:


 


(i)a reduction in full or
in part or cancellation of any such liability;


 


(ii)a conversion of all, or
a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking,
or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership
will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other 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 any EEA Resolution Authority.


 


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